N-PX/A 1 adp2k3_0001270523.txt ADP2K3_0001270523.TXT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX/A ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY INVESTMENT COMPANY ACT FILE NUMBER: 811-21470 NAME OF REGISTRANT: Eaton Vance Tax-Advantaged Global Dividend Income Fund ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 255 State Street Boston, MA 02109 NAME AND ADDRESS OF AGENT FOR SERVICE: Alan R. Dynner, Esq. 255 State Street Boston , MA 02109 REGISTRANT'S TELEPHONE NUMBER: 617-482-8260 DATE OF FISCAL YEAR END: 12/31 DATE OF REPORTING PERIOD: 07/01/2005 - 06/30/2006 Eaton Vance Tax-Advantaged Global Dividend Income Fund -------------------------------------------------------------------------------------------------------------------------- ALLIED IRISH BANKS PLC Agenda Number: 700928370 -------------------------------------------------------------------------------------------------------------------------- Security: G02072117 Meeting Type: AGM Meeting Date: 26-Apr-2006 Ticker: ISIN: IE0000197834 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management PLEASE NOTE THAT THE DIRECTORS HAVE RECEIVED Non-Voting No vote NOTICES FROM THE SHARHOLDER FROM WHOM THE NOTICE AT ITEM 10 ABOVE HAS BEEN RECEIVED OF HIS INTENTION TO PROPOSE RESOLUTIONS FOR THE REMOVAL FROM OFFICE OF TWELVE DIRECTORS. IN LINE WITH PREVIOUS PRACTICE, RESOLUTIONS TO REMOVE DIRECTORS ALREADY RE-APPOINTED AT THE MEETING WILL NOT BE PERMITTED BECAUSE TO DO SO WOULD BE TANTAMOUNT TO ASKING SHAREHOLDERS TO VOTE WTICE ON THE SAME RESOLUTION. SHOULD YOU HAVE ANY FURTHER QUESTIONS REGARDING THIS ITEM, PLEASE CONTACT YOUR ADP CLIENT SERVICE REPRESENTATIVE. THANK YOU. 1. Receive the report of the Directors and the Mgmt For For statement of accounts for the YE 31 DEC 2005 2. Declare a final dividend of EUR 0.423 per ordinary Mgmt For For share 3.A Re-elect Mr. Adrian Burke as a Director Mgmt For For 3.B Re-elect Mr. Kieran Crowley as a Director Mgmt For For 3.C Re-elect Mr. Colm Doherty as a Director Mgmt For For 3.D Re-elect Mr. Padraic M. Fallon as a Director Mgmt For For 3.E Re-elect Mr. Dermot Gleeson as a Director Mgmt For For 3.F Re-elect Mr. Don Godson as a Director Mgmt For For 3.G Re-elect Mr. John B. McGuckian as a Director Mgmt Against Against 3.H Re-elect Mr. John O Donnell as a Director Mgmt For For 3.I Re-elect Mr. Jim O Leary as a Director Mgmt For For 3.J Re-elect Mr. Eugene J. Sheehy as a Director Mgmt For For 3.K Re-elect Mr. Michael J. Sullivan as a Director Mgmt For For 3.L Re-elect Mr. Robert G. Wilmers as a Director Mgmt For For 3.M Re-elect Ms. Jennifer Winter as a Director Mgmt For For 4. Approve to increase the basic fee payable to Mgmt For For the Non-Executive Directors from EUR 35,000 per annum to EUR 36,500 per annum each 5. Authorize the Directors to fix the remuneration Mgmt For For for the Auditors S.6 Authorize the Company and/or any subsidiary Mgmt For For Section 155 of the Companies Act, 1963 to make market purchases Section 212 of the Companies Act, 1990 ( the Act ) of ordinary shares of EUR 0.32 each of the Company share or shares on such terms and conditions and in such manner as the Directors, or, as the case may be, the Directors of such subsidiary, may from time to time determine, subject to the provisions of the Companies Act 1990: a) the maximum number of shares so authorized to be acquired be 91.8 million; b) the minimum and maximum price which may be paid for such share shall be determined in accordance with Article 52 ; Authority expires the earlier of the AGM in 2006 or 28 OCT 2007 ; the Company, or any such subsidiary, may, before such expiry, enter into a contract for the purchase of shares which would or might be wholly or partly executed after such expiry and may complete any such contract as if the authority conferred hereby had not expired S.7 Approve, subject to the passing of Resolution Mgmt For For No. 6 and pursuant to Section 209 of the Companies Act 1990 the 1990 Act , that the price range within which any treasury shares for the time being held by the Company may be re-issued off-market be determined in accordance with Article 53 of the Articles of Association; and authority shall be effective from 27 APR 2006 and shall expire at the close of business on the earlier of the next AGM or 25 OCT 2007 S.8 Approve that the power conferred on the Directors Mgmt For For by Paragraph (b) (ii) of Article 8 of the Articles of Association be renewed for the period ending on the date of the AGM in 2007 or, if earlier, 25th JUL 2007, and for such period the Section 23 amount as defined in Paragraph (d)(iv) of the said Article be EUR 14.69 million 9. Approve the payment in the sum of EUR 579,000 Mgmt Against Against to Mr. Gary Kennedy in compensation for loss of office as the Group Director, Finance and Enterprise Technology 10. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For Approve to remove KPMG as the Auditors 11. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For Appoint Mr. Niall Murphy as a Director of the Company -------------------------------------------------------------------------------------------------------------------------- ALLTEL CORPORATION Agenda Number: 932450872 -------------------------------------------------------------------------------------------------------------------------- Security: 020039103 Meeting Type: Annual Meeting Date: 20-Apr-2006 Ticker: AT ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR WILLIAM H. CROWN Mgmt For For JOE T. FORD Mgmt For For JOHN P. MCCONNELL Mgmt For For JOSIE C. NATORI Mgmt For For 02 APPROVAL OF AMENDED AND RESTATED ALLTEL PERFORMANCE Mgmt For For INCENTIVE COMPENSATION PLAN 03 APPROVAL OF AMENDED AND RESTATED ALLTEL LONG-TERM Mgmt For For PERFORMANCE INCENTIVE PLAN 04 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS Mgmt For For -------------------------------------------------------------------------------------------------------------------------- ALTRIA GROUP, INC. Agenda Number: 932456228 -------------------------------------------------------------------------------------------------------------------------- Security: 02209S103 Meeting Type: Annual Meeting Date: 27-Apr-2006 Ticker: MO ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR ELIZABETH E. BAILEY Mgmt For For HAROLD BROWN Mgmt For For MATHIS CABIALLAVETTA Mgmt For For LOUIS C. CAMILLERI Mgmt For For J. DUDLEY FISHBURN Mgmt For For ROBERT E. R. HUNTLEY Mgmt For For THOMAS W. JONES Mgmt For For GEORGE MUNOZ Mgmt For For LUCIO A. NOTO Mgmt For For JOHN S. REED Mgmt For For STEPHEN M. WOLF Mgmt For For 02 RATIFICATION OF THE SELECTION OF INDEPENDENT Mgmt For For AUDITORS 03 STOCKHOLDER PROPOSAL 1 - REQUESTING INDEPENDENT Shr Against For BOARD CHAIRMAN 04 STOCKHOLDER PROPOSAL 2 - REQUESTING COMMITMENT Shr Against For TO GLOBAL HUMAN RIGHTS STANDARDS 05 STOCKHOLDER PROPOSAL 3 - SEEKING TO ADDRESS Shr Against For HEALTH HAZARDS FOR AFRICAN AMERICANS ASSOCIATED WITH SMOKING MENTHOL CIGARETTES 06 STOCKHOLDER PROPOSAL 4 - SEEKING TO EXTEND NEW Shr Against For YORK FIRE-SAFE PRODUCTS GLOBALLY 07 STOCKHOLDER PROPOSAL 5 - REQUESTING ADOPTION Shr Against For OF ANIMAL WELFARE POLICY 08 STOCKHOLDER PROPOSAL 6 - REQUESTING SUPPORT Shr Against For FOR LAWS AT ALL LEVELS COMBATING USE OF TOBACCO 09 STOCKHOLDER PROPOSAL 7 - SEEKING TO FACILITATE Shr Against For MEDICAL EFFORTS TO DISSUADE SECONDHAND SMOKE -------------------------------------------------------------------------------------------------------------------------- AMEREN CORPORATION Agenda Number: 932454212 -------------------------------------------------------------------------------------------------------------------------- Security: 023608102 Meeting Type: Annual Meeting Date: 02-May-2006 Ticker: AEE ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR SUSAN S. ELLIOTT Mgmt For For GAYLE P.W. JACKSON Mgmt For For JAMES C. JOHNSON Mgmt For For RICHARD A. LIDDY Mgmt For For GORDON R. LOHMAN Mgmt For For RICHARD A. LUMPKIN Mgmt For For CHARLES W. MUELLER Mgmt For For DOUGLAS R. OBERHELMAN Mgmt For For GARY L. RAINWATER Mgmt For For HARVEY SALIGMAN Mgmt For For PATRICK T. STOKES Mgmt For For 02 ADOPTION OF THE 2006 OMNIBUS INCENTIVE COMPENSATION Mgmt For For PLAN 03 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS Mgmt For For 04 SHAREHOLDER PROPOSAL REQUESTING EVALUATION OF Shr Against For 20-YEAR EXTENSION OF CALLAWAY PLANT LICENSE -------------------------------------------------------------------------------------------------------------------------- AMERICAN ELECTRIC POWER COMPANY, INC Agenda Number: 932448916 -------------------------------------------------------------------------------------------------------------------------- Security: 025537101 Meeting Type: Annual Meeting Date: 25-Apr-2006 Ticker: AEP ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR E.R. BROOKS Mgmt For For D.M. CARLTON Mgmt For For R.D. CROSBY, JR. Mgmt For For J.P. DESBARRES Mgmt For For R.W. FRI Mgmt For For L.A. GOODSPEED Mgmt For For W.R. HOWELL Mgmt For For L.A. HUDSON Mgmt For For M.G. MORRIS Mgmt For For L.L. NOWELL III Mgmt For For R.L. SANDOR Mgmt For For D.G. SMITH Mgmt For For K.D. SULLIVAN Mgmt For For 02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For ACCOUNTING FIRM. -------------------------------------------------------------------------------------------------------------------------- ASTRAZENECA PLC Agenda Number: 700904407 -------------------------------------------------------------------------------------------------------------------------- Security: G0593M107 Meeting Type: AGM Meeting Date: 27-Apr-2006 Ticker: ISIN: GB0009895292 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive the Company s accounts and the reports Mgmt For For of the Directors and the Auditor for the YE 31 DEC 2005 2. Approve to confirm the 1st interim dividend Mgmt For For of USD 0.38 21.9 pence, SEK 2.99 per ordinary share and to confirm as the final dividend for 2005 the 2nd interim dividend of USD 0.92 51.8 pence SEK 7.02 per ordinary share 3. Re-appoint KPMG Audit Plc, London as the Auditor Mgmt For For 4. Authorize the Directors to agree the remuneration Mgmt For For of the Auditor 5.A Re-elect Mr. Louis Schweitzer as a Director, Mgmt For For in accordance with the Article 65 of the Company s Articles of Association 5.B Re-elect Mr. Hakan Mogren KBE as a Director, Mgmt For For in accordance with the Article 65 of the Company s Articles of Association 5.C Re-elect Mr. David R. Brennan as a Director, Mgmt For For in accordance with the Article 65 of the Company s Articles of Association 5.D Re-elect Mr. Jonathon Symonds as a Director, Mgmt For For in accordance with the Article 65 of the Company s Articles of Association 5.E Re-elect Mr. John Patterson FRCP as a Director, Mgmt For For in accordance with the Article 65 of the Company s Articles of Association 5.F Re-elect Sir. Peter Bonfield CBE, FREng as a Mgmt For For Director, in accordance with the Article 65 of the Company s Articles of Association 5.G Re-elect Mr. John Buchanan as a Director, in Mgmt For For accordance with the Article 65 of the Company s Articles of Association 5.H Re-elect Ms. Jane Henney as a Director, in accordance Mgmt For For with the Article 65 of the Company s Articles of Association 5.I Re-elect Ms. Michele Hooper as a Director, in Mgmt For For accordance with the Article 65 of the Company s Articles of Association 5.J Re-elect Mr. Joe Jimenez as a Director, in accordance Mgmt For For with the Article 65 of the Company s Articles of Association 5.K Re-elect Ms. Erna Moller as a Director, in accordance Mgmt For For with the Article 65 of the Company s Articles of Association 5.L Re-elect Mr. Marcus Wallenberg as a Director, Mgmt For For in accordance with the Article 65 of the Company s Articles of Association 5.M Re-elect Dame Nancy Rothwell FRS as a Director, Mgmt For For in accordance with the Article 65 of the Company s Articles of Association 6. Approve the Directors remuneration report for Mgmt For For the YE 31 DEC 2005 as specified 7. Authorize the Company and any Company which Mgmt For For is or becomes a Subsidiary of the Company during the period to which this resolution relates to, for the purposes of Part XA of the Companies Act 1985, to make donations to EU Political Organizations or incur EU Political Expenditure during the period ending on the date the of the Company s AGM in 2006 provided that any such donations and expenditure made by the Company together with those made by any subsidiary Company while it is a subsidiary of the Company not exceeding in aggregate of USD 150,000 during that period 8. Approve to renew the authority and power to Mgmt For For allot new shares conferred on the Directors by Article 7.1 of the Company s Articles of Association, up to an aggregate nominal amount of USD 131,364,668 Section 80 ; Authority expires at the earlier of the conclusion of the AGM of the Company in 2007 or on 30 JUN 2007 S.9 Approve to renew the power conferred on the Mgmt For For Directors by Article 7.2 of the Company s Articles of Association, up to an aggregate nominal amount of USD 19,704,700 Section 89 ; Authority expires at the earlier of the conclusion of the AGM of the Company in 2007 or on 30 JUN 2007 S.10 Authorize the Company, for the purposes of Section Mgmt For For 166 of the Companies Act 1985, to make market purchases Section 163 of that Act of a maximum number of shares which may be purchased is 10% of the Company s share capital of USD 0.25 each in the capital of the Company, at a minimum price of USD 0.25 and up to 105% of the average of middle market values of the Company s ordinary shares as derived from the London Stock Exchange Daily Official List, over the previous 5 business days; Authority expires the earlier of the conclusion of the AGM of the Company in 2007 or 30 JUN 2007 ; the Company, before the expiry, may make a contract to purchase ordinary shares which will or may be executed wholly or partly after such expiry -------------------------------------------------------------------------------------------------------------------------- AT&T INC. Agenda Number: 932448043 -------------------------------------------------------------------------------------------------------------------------- Security: 00206R102 Meeting Type: Annual Meeting Date: 28-Apr-2006 Ticker: T ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR WILLIAM F. ALDINGER III Mgmt For For GILBERT F. AMELIO Mgmt For For AUGUST A. BUSCH III Mgmt For For MARTIN K. EBY, JR. Mgmt For For JAMES A. HENDERSON Mgmt For For CHARLES F. KNIGHT Mgmt For For JON C. MADONNA Mgmt For For LYNN M. MARTIN Mgmt For For JOHN B. MCCOY Mgmt For For MARY S. METZ Mgmt For For TONI REMBE Mgmt For For S. DONLEY RITCHEY Mgmt For For JOYCE M. ROCHE Mgmt For For RANDALL L. STEPHENSON Mgmt For For LAURA D'ANDREA TYSON Mgmt For For PATRICIA P. UPTON Mgmt For For EDWARD E. WHITACRE, JR. Mgmt For For 02 APPROVE APPOINTMENT OF INDEPENDENT AUDITORS Mgmt For For 03 APPROVE 2006 INCENTIVE PLAN Mgmt For For 04 APPROVE AMENDMENT TO RESTATED CERTIFICATE OF Mgmt For For INCORPORATION 05 STOCKHOLDER PROPOSAL A Shr Against For 06 STOCKHOLDER PROPOSAL B Shr For Against 07 STOCKHOLDER PROPOSAL C Shr Against For 08 STOCKHOLDER PROPOSAL D Shr Against For 09 STOCKHOLDER PROPOSAL E Shr For Against 10 STOCKHOLDER PROPOSAL F Shr Against For -------------------------------------------------------------------------------------------------------------------------- AVALONBAY COMMUNITIES, INC. Agenda Number: 932471220 -------------------------------------------------------------------------------------------------------------------------- Security: 053484101 Meeting Type: Annual Meeting Date: 17-May-2006 Ticker: AVB ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR BRYCE BLAIR Mgmt For For BRUCE A. CHOATE Mgmt For For JOHN J. HEALY, JR. Mgmt For For GILBERT M. MEYER Mgmt For For TIMOTHY J. NAUGHTON Mgmt For For LANCE R. PRIMIS Mgmt For For H. JAY SARLES Mgmt For For ALLAN D. SCHUSTER Mgmt For For AMY P. WILLIAMS Mgmt For For 02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Mgmt For For AS THE COMPANY S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2006. -------------------------------------------------------------------------------------------------------------------------- AXIS CAPITAL HOLDINGS LTD. Agenda Number: 932454755 -------------------------------------------------------------------------------------------------------------------------- Security: G0692U109 Meeting Type: Annual Meeting Date: 12-May-2006 Ticker: AXS ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR MICHAEL A. BUTT Mgmt No vote JOHN R. CHARMAN Mgmt No vote CHARLES A. DAVIS Mgmt No vote 02 TO APPOINT DELOITTE & TOUCHE TO ACT AS THE INDEPENDENT Mgmt No vote AUDITORS OF AXIS CAPITAL HOLDINGS LIMITED FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006 AND TO AUTHORIZE THE BOARD OF DIRECTORS ACTING THROUGH THE AUDIT COMMITTEE TO SET THE FEES FOR THE INDEPENDENT AUDITORS. -------------------------------------------------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Agenda Number: 932453866 -------------------------------------------------------------------------------------------------------------------------- Security: 060505104 Meeting Type: Annual Meeting Date: 26-Apr-2006 Ticker: BAC ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR WILLIAM BARNET, III Mgmt For For FRANK P. BRAMBLE, SR. Mgmt For For JOHN T. COLLINS Mgmt For For GARY L. COUNTRYMAN Mgmt For For TOMMY R. FRANKS Mgmt For For PAUL FULTON Mgmt For For CHARLES K. GIFFORD Mgmt For For W. STEVEN JONES Mgmt For For KENNETH D. LEWIS Mgmt For For MONICA C. LOZANO Mgmt For For WALTER E. MASSEY Mgmt For For THOMAS J. MAY Mgmt For For PATRICIA E. MITCHELL Mgmt For For THOMAS M. RYAN Mgmt For For O. TEMPLE SLOAN, JR. Mgmt For For MEREDITH R. SPANGLER Mgmt For For ROBERT L. TILLMAN Mgmt For For JACKIE M. WARD Mgmt For For 02 RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC Mgmt For For ACCOUNTING FIRM FOR 2006. 03 ADOPT AN AMENDMENT TO THE 2003 KEY ASSOCIATE Mgmt For For STOCK PLAN. 04 STOCKHOLDER PROPOSAL- POLITICAL CONTRIBUTIONS Shr Against For 05 STOCKHOLDER PROPOSAL- MAJORITY VOTING IN DIRECTOR Shr For Against ELECTIONS 06 STOCKHOLDER PROPOSAL- INDEPENDENT BOARD CHAIRMAN Shr For Against 07 STOCKHOLDER PROPOSAL- EQUAL EMPLOYMENT OPPORTUNITY Shr Against For POLICY -------------------------------------------------------------------------------------------------------------------------- BANK OF MONTREAL Agenda Number: 932431430 -------------------------------------------------------------------------------------------------------------------------- Security: 063671101 Meeting Type: Annual Meeting Date: 02-Mar-2006 Ticker: BMO ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 0A DIRECTOR ROBERT M. ASTLEY Mgmt For For STEPHEN E. BACHAND Mgmt For For DAVID R. BEATTY Mgmt For For ROBERT CHEVRIER Mgmt For For F. ANTHONY COMPER Mgmt For For RONALD H. FARMER Mgmt For For DAVID A. GALLOWAY Mgmt For For HAROLD N. KVISLE Mgmt For For EVA LEE KWOK Mgmt For For BRUCE H. MITCHELL Mgmt For For PHILIP S. ORSINO Mgmt For For J. ROBERT S. PRICHARD Mgmt For For JEREMY J. REITMAN Mgmt For For GUYLAINE SAUCIER Mgmt For For NANCY C. SOUTHERN Mgmt For For 0B APPOINTMENT OF AUDITORS Mgmt For For 0C SHAREHOLDER PROPOSAL NO. 1 Shr Against For 0D SHAREHOLDER PROPOSAL NO. 2 Shr Against For 0E SHAREHOLDER PROPOSAL NO. 3 Shr Against For -------------------------------------------------------------------------------------------------------------------------- BARCLAYS PLC Agenda Number: 700910260 -------------------------------------------------------------------------------------------------------------------------- Security: G08036124 Meeting Type: AGM Meeting Date: 27-Apr-2006 Ticker: ISIN: GB0031348658 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive the reports of the Directors and Auditors Mgmt For For and the audited accounts of the Company for the YE 31 DEC 2005 2. Approve the Directors report on remuneration Mgmt For For for the YE 31 DEC 2005 3. Re-elect Mr. Fulvio Conti as a Director of the Mgmt For For Company 4. Re-elect Dr. Danie Cronje as a Director of the Mgmt For For Company 5. Re-elect Mr. Robert E. Diamond Jr as a Director Mgmt For For of the Company 6. Re-elect Mr. Robert Steel as a Director of the Mgmt For For Company 7. Re-elect Mr. John Sunderland as a Director of Mgmt For For the Company 8. Re-elect Professor Dame Sandra Dawson as a Director Mgmt For For of the Company 9. Re-elect Sir Richard Broadbent as a Director Mgmt For For of the Company 10. Re-elect Mr. Gary Hoffman as a Director of the Mgmt For For Company 11. Re-elect Mr. Naguib Kheraj as a Director of Mgmt For For the Company 12. Re-elect Sir Nigel Rudd as a Director of the Mgmt For For Company 13. Re-appoint PricewaterhouseCoopers LLP, Chartered Mgmt For For Accountants and Registered Auditors, as the Auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company 14. Authorize the Directors to set the remuneration Mgmt For For of the Auditors 15. Authorize the Company to make EU political donations Mgmt For For not exceeding GBP 25,000 in total and incur EU political expenditures not exceeding GBP 25,000 in total 16. Approve to renew the authority given to Barclays Mgmt For For Bank PLC to make EU political donations 17. Approve to renew the authority given to the Mgmt For For Directors to allot securities S.18 Approve to renew the authority given to the Mgmt For For Directors to allot securities for cash other than on pro-rata basis to shareholders and to sell treasury shares S.19 Approve to renew the Companys authority to purchase Mgmt For For its own shares -------------------------------------------------------------------------------------------------------------------------- BCE INC. Agenda Number: 932513179 -------------------------------------------------------------------------------------------------------------------------- Security: 05534B109 Meeting Type: Special Meeting Date: 07-Jun-2006 Ticker: BCE ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR A. B RARD Mgmt For For R.A. BRENNEMAN Mgmt For For R.J. CURRIE Mgmt For For A.S. FELL Mgmt For For D. SOBLE KAUFMAN Mgmt For For B.M. LEVITT Mgmt For For E.C. LUMLEY Mgmt For For J. MAXWELL Mgmt For For J.H. MCARTHUR Mgmt For For T.C. O'NEILL Mgmt For For J.A. PATTISON Mgmt For For R.C. POZEN Mgmt For For M.J. SABIA Mgmt For For P.M. TELLIER Mgmt For For V.L. YOUNG Mgmt For For 02 DELOITTE & TOUCHE LLP AS AUDITOR. Mgmt For For 03 APPROVING THE SPECIAL RESOLUTION, THE FULL TEXT Mgmt For For OF WHICH IS REPRODUCED AS SCHEDULE A TO THE MANAGEMENT PROXY CIRCULAR, TO APPROVE THE BCE PLAN OF ARRANGEMENT UNDER WHICH BCE INC. WOULD DISTRIBUTE UNITS IN BELL ALIANT REGIONAL COMMUNICATIONS INCOME FUND TO ITS HOLDERS OF COMMON SHARES AS A RETURN OF CAPITAL AND EFFECT A REDUCTION OF APPROXIMATELY 75 MILLION COMMON SHARES. 04 CONVERT THE WHOLE OF BCE INC. INTO AN INCOME Mgmt Against For TRUST FUND WHICH WOULD DISTRIBUTE TO UNITHOLDERS AT LEAST 90% OF ITS ANNUAL FREE CASH FLOW. -------------------------------------------------------------------------------------------------------------------------- BELLSOUTH CORPORATION Agenda Number: 932450632 -------------------------------------------------------------------------------------------------------------------------- Security: 079860102 Meeting Type: Annual Meeting Date: 24-Apr-2006 Ticker: BLS ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR F.D. ACKERMAN Mgmt For For R.V. ANDERSON Mgmt For For J.H. BLANCHARD Mgmt For For J.H. BROWN Mgmt Withheld Against A.M. CODINA Mgmt For For M.L. FEIDLER Mgmt For For K.F. FELDSTEIN Mgmt For For J.P. KELLY Mgmt For For L.F. MULLIN Mgmt For For R.B. SMITH Mgmt For For W.S. STAVROPOULOS Mgmt For For 02 RATIFY THE APPOINTMENT OF THE INDEPENDENT REGISTERED Mgmt For For PUBLIC ACCOUNTING FIRM 03 SHAREHOLDER PROPOSAL RE: DISCLOSURE OF POLITICAL Shr Against For CONTRIBUTIONS -------------------------------------------------------------------------------------------------------------------------- BNP PARIBAS, PARIS Agenda Number: 700922203 -------------------------------------------------------------------------------------------------------------------------- Security: F1058Q238 Meeting Type: AGM Meeting Date: 23-May-2006 Ticker: ISIN: FR0000131104 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting No vote YOU PLEASE NOTE THAT THE MEETING HELD ON 12 MAY Non-Voting No vote 2006 HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 23 MAY 2006. PLEASE ALSO NOTE THE NEW CUTOFF DATE 18 MAY 2006. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. Verification Period: Registered Shares: 1 to Non-Voting No vote 5 days prior to the meeting date, depends on company s by-laws. Bearer Shares: 6 days prior to the meeting date. French Resident Shareowners must complete, sign and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: ADP will forward voting instructions to the Global Custodians that have become Registered Intermediaries, on ADP Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact ADP. Trades/Vote Instructions: Since France maintains a Verification Period, for vote instructions submitted that have a trade transacted (sell) for either the full security position or a partial amount after the vote instruction has been submitted to ADP and the Global Custodian advises ADP of the position change via the account position collection process, ADP has a process in effect which will advise the Global Custodian of the new account position available for voting. This will ensure that the local custodian is instructed to amend the vote instruction and release the shares for settlement of the sale transaction. This procedure pertains to sale transactions with a settlement date prior to Meeting Date + 1 1. Receive the reports of the Board of Directors Mgmt For For and the Statutory Auditors and approve the consolidated financial statements for the FYE 31 DEC 2005 2. Receive the report of the Board of Directors Mgmt For For and the Auditors general report and approve the Company s financial statements and the balance sheet for the YE 31 DEC 2005, showing net income of EUR 3,423,168,749.54 3. Receive the result for the FY be appropriated Mgmt For For as follows: net earnings for the FY: EUR 3,423,168,749.54, retained earnings: EUR 8,690,141,972.17, total: EUR 12,113,310,721.71, to the special investment reserve: EUR 54,646,169.00, dividend: EUR 2,183,005,487.00 retained earnings: EUR 9,875,659,065.71 total: EUR 12,113,310,721.71, the shareholders will receive a net dividend of EUR 2.60 per share of a par value of EUR 2.00, and will entitle to the allowance provided by the French General Tax Code; authorize the Board of Directors to register the fraction of the dividend on shares held by BNP Paribas in the retained earnings account; this dividend will be paid by cash as from 31 MAY 2006 as required by Law 4. Receive the special report of the Auditors on Mgmt For For Agreements Governed by Article L.225-38 of the French Commercial Code and approve the said report and the Agreements referred to therein 5. Authorize the Board of Directors to buy back Mgmt For For the Company s shares on the open market, subject to the conditions described below: maximum purchase price: EUR 100.00, maximum number of shares to be acquired: 10% of the share capital, i.e. 84,033,110 shares, maximum funds invested in the share buybacks: EUR 8,403,311,000.00; authorize the Board of Directors to take all necessary measures and accomplish all necessary formalities; Authority expires for a period of 18 months 6. Appoint Mrs. Laurence Parisot as a Director Mgmt For For for a 3-year period 7. Approve to renew the appointment of Mr. Claude Mgmt For For Bebear as a Director for a 3 year period 8. Approve to renew the appointment of Mr. Jean-Louis Mgmt For For beffa as a Director for a 3 year period 9. Approve to renew the appointment of Mr. Alain Mgmt For For Joly as a Director for a 3 year period 10. Approve to renew the appointment of Mr. Denis Mgmt For For Kessler as a Director for a 3 year period 11. Approve to renew the appointment of Mr. Michel Mgmt For For Pebereau as a Director for a 3 year period 12. Appoint Deloitteet Associes as the Statutory Mgmt For For Auditor, to replace Barbier Frinault Et Autres, Societebeas as a Deputy Auditor to replace Richard Olivier, for a 6 year period 13. Approve to renew the appointment the Statutory Mgmt For For Auditor of Mazarset Guerard, and Michel Barbet Massin as a Deputy Auditor for a 6 year period 14. Approve to renew the appointment of PricewaterhouseCoopersMgmt For For Audit as the Statutory Auditor and Pierrecoll as the Deputy Auditor for a 6 year period 15. Grant full powers to the bearer of an original, Mgmt For For a copy or extract of the minutes of this meeting to carryout all filings, publications and other formalities prescribed by Law 16. Authorize the Board of Directors to increase Mgmt For For the capital, on 1 or more occasions, in France or Abroad, by a maximum nominal amount of EUR 1,000,000,000.00, by issuance, with preferred subscription rights maintained, of ordinary shares and securities giving access to the capital; the maximum nominal amount of debt securities which may be issued shall not exceed EUR 10,000,000,000.00; Authority expires for a period of 26 months ; this delegation of powers cancels and replaces the unused portion of any earlier delegations to the same effect; authorize the Board of Directors to take all measures and accomplish all necessary formalities 17. Authorize the Board of Directors to increase Mgmt For For the capital, on 1 or more occasions, in France or abroad, by a maximum nominal amount of EUR 320,000,000.00, by issuance, without preferred subscription rights, of ordinary shares and securities giving access to the capital; the maximum nominal amount of debt securities which may be issued shall not exceed EUR 7,000,000,000.00; Authority expires for a period of 26 months ; this delegation of powers cancels and replaces the unused portion of any earlier delegations to the same effect; authorize the Board of Directors to take all necessary measures and accomplish all necessary formalities 18. Authorize the Board of Directors to increase Mgmt For For the share capital in 1 or more occasions, up to 10% of the share capital, in consideration for the contributions in kind, granted to the Company, of unquoted capital securities or securities giving access to share capital; the maximum amount of capital increase to be carried out under this delegation of authority shall count against the nominal ceiling of EUR 320,000,000.00 concerning the capital increases without preferred subscription rights authorized by Resolution Number. 17; Authority expires for a period of 26 months ; Authorize the Board of Directors to take all necessary measures and accomplish all necessary formalities 19. Authorize the Board of Directors to increase Mgmt For For the share capital, in 1 or more occasions, to a maximum nominal amount of EUR 1,000,000,000.00, by way of capitalizing all or part of there serves, profits or add paid in capital, by issuing bonus shares or raising the par value of existing shares, or by a combination of these methods; this delegation of powers cancels and replaces the unused portion of any earlier delegations to the same effect; Authority expires for a period of 26 months ; authorize the Board of Directors to take all necessary measures and accomplish all necessary formalities 20. Approve the maximum nominal amount pertaining Mgmt For For to the capital increases to be carried out with the use of the authorizations given by Resolutions Number 16, 17 and 19 shall not exceed EUR 1,000,000,000.00, the debt securities which may be issued with the use of the authorizations given by Resolutions Number 16 and 17 shall not exceed EUR 10,000,000,000.00 21. Amend the Resolution Number. 14 authorization Mgmt For For to grant stock options to Corporate Officers and certain employees adopted by the combined shareholders meeting of 18 MAY 2005, Authority expires for a period of 38 months ; the number of shares that may be subscribed or purchased through the exercise of outstanding option may not exceed 3% of the banks issued capital as of the date of this meeting; the total number of bonus granted by virtue of there Resolution Number. 15 of the combined shareholders meeting of 18 MAY 2005 shall count against this ceiling 22. Authorize the Board of Directors to increase Mgmt For For the share capital, on 1 or more occasions and at its discretion, by way of issuing shares in favour of the Members of the Banks Company Savings Plan; Authority expires for a period of 26 months ; for a maximum nominal amount that shall not exceed EUR 36,000,000.00; authorize the Board of Directors to take all necessary measures and accomplish all necessary formalities; this authorization cancels and replaces the unused portion of any earlier authorizations to the same effect 23. Authorize the Board of Directors to reduce the Mgmt For For share capital, on 1 or more occasions, by cancelling all or part of the BNP Paribas shares that the Bank currently holds or that it may acquire in accordance with the conditions laid down by the ordinary shareholders meeting, up to a maximum of 10% of the share capital over a 24-month period; Authority expires for a period of 18 months ; it supersedes the authorization granted by the shareholders meeting of 18 MAY 2005 in its Resolution Number. 16; authorize the Board of Directors to take all necessary measures and accomplish all necessary formalities 24. Approve the report of the Board of Directors, Mgmt For For the reports of the Merger and the Merger Agreement signed on 27 MAR 2006, the shareholders meeting approves: all the provisions of this merger Agreement, pursuant to which Societe Centrale D Investissements contributes to BNP Paribas, subject to the fulfilment of the conditions precedent provided for in said Agreement, all of its assets; with the corresponding taking-over of all its liabilities, the valuation of the contribution: the assets are valued at EUR 5,453,471.955.00 and the liabilities at EUR 157,865,721.00, i.e. a total amount of EUR 5.295,606,234.00, the consideration for the contributions according to an exchange ratio of 3 BNP Paribas shares against 1 Societe Centraled Investissements share; consequently, subject to the fulfilment of the conditions precedent provided for in Agreement, the shareholders meeting decides to increase the share capital by EUR 1,890.00 by the creation of 945 new fully paid-up shares of a par value of EUR 2.00 each, carrying rights to the 2005 dividend and to be distributed among the shareholders of the acquired Company, according to an exchange ratio of 3 BNP Paribas shares against 1 Societe Centrale D Investlssements share; the difference between the amount of the net assets contributed and the amount of the share capital increase; estimated at EUR 48,139.00, form the merger premium a merger surplus of EUR 807,534.174.00 results from this an amount EUR 190.00 will be drawn upon the merger premium and allocated to the legal reserve and the balance. i.e. EUR 47,949.00,will be allocated to the Bank balance sheet liabilities in the merger premiums account to which the Company s existing and new shareholders will hold rights allocation of the merger surplus; EUR 167,482,877.00 to the result EUR 640,051,297,00 to the merger premiums account the shareholders meeting; authorize the Board of Directors, to charge the merger operation costs against the merger premiums account; consequently to what was mentioned, the shareholders meeting records that, subject to the fulfilment of the conditions precedent provided for in the merger Agreement, that Societe Centrale D Investissements shall be automatically dissolved with out any liquidation; authorize the Board of Directors to take all necessary measures and accomplish all necessary formalities 25. Approve to simplify the terms and conditions Mgmt For For of elections and consequently, decides to amend the second Paragraph of Article Number 7 of the Bylaws: Directors elected by BNP Paribas employees 26. Grants full powers to the bearer of an original, Mgmt For For a copy or extract of the minutes of this meeting to carry out all filings, publications and other formalities prescribed by Law -------------------------------------------------------------------------------------------------------------------------- BNP PARIBAS, PARIS Agenda Number: 700936454 -------------------------------------------------------------------------------------------------------------------------- Security: F1063K242 Meeting Type: MIX Meeting Date: 23-May-2006 Ticker: ISIN: FR0010272641 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management PLEASE NOTE THAT THE MEETING HELD ON 12 MAY Non-Voting No vote 2006 HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 23 MAY 2006. PLEASE ALSO NOTE THE NEW CUTOFF DATE IS 18 MAY 2006. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. A Verification Period exists in France. Please Non-Voting No vote see http://ics.adp.com/marketguide for complete information. Verification Period: Registered Shares: 1 to 5 days prior to the meeting date, depends on company s by-laws. Bearer Shares: 6 days prior to the meeting date. French Resident Shareowners must complete, sign and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: ADP will forward voting instructions to the Global Custodians that have become Registered Intermediaries, on ADP Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact ADP. Trades/Vote Instructions: Since France maintains a Verification Period, for vote instructions submitted that have a trade transacted (sell) for either the full security position or a partial amount after the vote instruction has been submitted to ADP and the Global Custodian advises ADP of the position change via the account position collection process, ADP has a process in effect which will advise the Global Custodian of the new account position available for voting. This will ensure that the local custodian is instructed to amend the vote instruction and release the shares for settlement of the sale transaction. This procedure pertains to sale transactions with a settlement date prior to Meeting Date + 1 1. Receive the reports of the Board of Directors Mgmt No vote and the Statutory Auditors and approve the consolidated financial statements for the FYE 31 DEC 2005 2. Receive the report of the Board of Directors Mgmt No vote and the Auditors general report and approve the Company s financial statements and the balance sheet for the YE 31 DEC 2005 showing net income of EUR 3,423,168,749.54 3. Approve the result for the FY appropriated as Mgmt No vote follows: net earnings for the FY: EUR 3,423,168,749.54 retained earnings: EUR 8,690,141,972.17 total: EUR 12,113,310,721.71 to the special investment reserve: EUR 54,646,169.00 dividend: EUR 2,183,005,487.00 retained earnings: EUR 9,875,659,065.71 total: EUR 12,113,310,721.71, the shareholders will receive a net dividend of EUR 2.60 per share of a par value of EUR 2.00, and will entitle to the allowance provided by the French General Tax Code, the Board of Directors is given full powers to register the fraction of the dividend on shares held by BNP Paribas in the retained earnings account, this dividend will be paid by cash as from 31 MAY 2006 as required by law; authorize the Board of Directors to draw upon the retained earnings account the sums required to pay for the dividend concerning shares resulting from the subscription options exercise, which would be carried out before the dividend payment 4. Receive the special report of the Auditors on Mgmt No vote agreements governed by Article L. 225-38 of the French Commercial Code and approve the said report and the agreements referred to therein 5. Authorize the Board of Directors to buy back Mgmt No vote the Company s shares on the open market, in supersession of all existing authorities, subject to the conditions described below: maximum purchase price: EUR 100.00, maximum number of shares to be acquired: 10 per cent of the share capital, i.e. 84,033,110 shares, maximum funds invested in the share buybacks: EUR 8,403,311,000.00 and to take all necessary measures and accomplish all necessary formalities Authority expires at the end of 18-months 6. Appoint Mrs. Laurence Parisot as Director for Mgmt No vote a 3-year period 7. Approve to renew the appointment of Mr. Claude Mgmt No vote Bebear as Director for a 3-year period 8. Approve to renew the appointment of Mr. Jean-Louis Mgmt No vote Beffa as Director for a 3-year period 9. Approve to renew the appointment of Mr. Alain Mgmt No vote Joly as Director for a 3-year period 10. Approve to renew the appointment of Mr. Denis Mgmt No vote Kessler as Director for a 3-year period 11. Approve to renew the appointment of Mr. Michel Mgmt No vote Pebereau as Director for a 3-year period 12. Appoint Deloitte ET Associes as the Statutory Mgmt No vote Auditor to replace Barbier Frinault ET Autres, Societe Beas as the Deputy Auditor to replace Richard Olivier, for a 6-year period 13. Approve to renew the appointment: as Statutory Mgmt No vote Auditor of Mazars ET Guerard, as Deputy Auditor of Michel Barbet-Massin, for a 6-year period 14. Approve to renew the appointment: as Statutory Mgmt No vote Auditor of PricewaterhouseCoopers Audit, as Deputy Auditor of Pierre Coll, for a 6-year period 15. Grant full powers to the bearer of an original, Mgmt No vote a copy or extract of the minutes of this meeting to carry out all filings, publications and other formalities prescribed by law 16. Authorize the Board of Directors to increase Mgmt No vote the capital, on one or more occasions, in France or abroad, by a maximum nominal amount of EUR 1,000,000,000.00, by issuance, with preferred subscription rights maintained, of ordinary shares and securities giving access to the capital the maximum nominal amount of debt securities which may be issued shall not exceed EUR 10,000,000,000.00; Authority expires at the end of 26-months this delegation of powers cancels and replaces the unused portion of any earlier delegations to the same effect and to take all necessary measures and accomplish all necessary formalities 17. Authorize the Board of Directors to increase Mgmt No vote the capital, on one or more occasions, in France or abroad, by a maximum nominal amount of EUR 320,000,000.00, by issuance, without preferred subscription rights, of ordinary shares and securities giving access to the capital the maximum nominal amount of debt securities which may be issued shall not exceed EUR 7,000,000,000.00 Authority expires at the end of 26-months this delegation of powers cancels and replaces the unused portion of any earlier delegations to the same effect and to take all necessary measures and accomplish all necessary formalities 18. Authorize the Board of Directors to increase Mgmt No vote the share capital, in one or more occasions, up to 10% of the share capital, in consideration for the contributions in kind, granted to the Company, of unquoted capital securities or securities giving access to share capital; the maximum amount of capital increase to be carried out under this delegation shall count against the nominal ceiling of EUR 320,000,000.00 concerning the capital increase without preferred subscription rights authorized by Resolution No. 17; Authority is granted for a 26-month period ; and to take all necessary measures and accomplish all necessary formalities 19. Authorize the Board of Directors to increase Mgmt No vote the share capital, in one or more occasions, to a maximum nominal amount of EUR 1,000,000,000.00, by way of capitalizing all or part of the reserves, profits or additional paid in capital, by issuing bonus shares or raising the par value of existing shares, or by a combination of these methods this delegation of powers cancels and replaces the unused portion of any earlier delegations to the same effect; Authority expires at the end of 28-months ; and to take all necessary measures and accomplish all necessary formalities 20. Approve that the maximum nominal amount pertaining Mgmt No vote to: the capital increases to be carried out with the use of the authorizations given by Resolutions 16,17 and 19 shall not exceed EUR 1,000,000,000.00, the debt securities which may be issued with the use of the authorizations given by Resolutions 16 and 17 shall not exceed EUR 10,000,000,000.00 21. Amend the Resolution 14 authorization to grant Mgmt No vote stock options to corporate officers and certain employees adopted by the MIX meeting of 18 MAY 2005 given for a 38-month period as from this date, as follows: the number of shares that may be subscribed or purchased through the exercise of outstanding options may not exceed 3% of the banks issued capital as of the date of this meeting, the total number of bonus shares granted by virtue of the Resolution 1 of the MIX meeting of 18 MAY 2005 shall count against this ceiling 22. Authorize the Board of Directors to increase Mgmt No vote the share capital, on one or more occasions and at its sole discretion, by way of issuing shares in favor of the Members of the Bank s Company Savings Plan; Authority expires at the end of 26-months and for a maximum nominal amount that shall not exceed EUR 38,000,000.00 to take all necessary measures and accomplish all necessary formalities this authorization cancels and replaces the unused portion of any earlier authorizations to the same effect 23. Authorize the Board of Directors to reduce the Mgmt No vote share capital on one or more occasions, in supersession of all existing authorities, by canceling all or part of the BNP Paribas shares that the Bank currently holds or that it may acquire in accordance with the conditions laid down by the ordinary shareholders meeting, up to a maximum of 10% of the share capital over a 24-month period Authority expires at the end of 18-months and to take all necessary measures and accomplish all necessary formalities 24. Receive the report of the Board of Directors, Mgmt No vote the reports of the merger Auditors and the merger agreement signed on 27 MAR 2006 and approve: all the provisions of this Merger Agreement, pursuant to which Societe Centrale dininvestissements contributes to BNP Paribas, subject to the fulfillment of the conditions precedent provided for in said agreement, all of ifs assets. with the corresponding taking-over of all its liabilities, the valuation of the contribution: the assets are valued at EUR 5,453,471,955.00 and tile liabilities at EUR 157,865,721.00, i.e. a total amount of EUR 5,295,606,234.00, the consideration for the contributions according to an exchange ratio of 3 BNP Paribas shares against 1 Societe Centrale investments share consequently, subject to the fulfillment of the conditions precedent provided for in said agreement; to increase the share capital by EUR 1,890.00 by the creation of 945 new fully paid-up shares of a par value of EUR 2.00 each carrying rights to the 2008 dividend and to be distributed among the shareholders of the acquired Company, according to an exchange ratio of 3 BNP Paribas shares against 1 Societe Centrale dinvestissements share the difference between the amount of the net assets contributed and the amount of the share capital increase, estimated at EUR 48.139.00, form the merger premium a merger surplus of fur 807,534,174.00 results from this an amount EUR 190.00 will be drawn upon the merger premium and allocated to the legal reserve and the balance, i.e. EUR 47,949.00, will be allocated to the bank balance sheet liabilities in the merger premiums account to which the Company s existing and new shareholders will hold rights allocation of the merger surplus: EUR 167,482,877.0010 the result EUR 640,051.297.00 to the merger premiums account and authorize the Board of directors to charge the merger operation costs against the merger premiums account consequently to what was mentioned, the shareholders meeting records that, subject to the fulfillment of the conditions precedent provided for in the merger agreement, that Societe Centrale D investissements shall be automatically dissolved without any liquidation and to take all necessary measures and accomplish all necessary formalities 25. Approve to simplify the terms and conditions Mgmt No vote of elections and consequently, to amend the second paragraph of Article 7 of the bylaws Directors elected by BNP Paribas employees 26. Grant full powers to the bearer of an original, Mgmt No vote a copy or extract of the minutes of this meeting to carry out all filings. publications and other formalities prescribed by law -------------------------------------------------------------------------------------------------------------------------- BOSTON PROPERTIES, INC. Agenda Number: 932465013 -------------------------------------------------------------------------------------------------------------------------- Security: 101121101 Meeting Type: Annual Meeting Date: 03-May-2006 Ticker: BXP ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR WILLIAM M. DALEY Mgmt Withheld Against EDWARD H. LINDE Mgmt Withheld Against DAVID A. TWARDOCK Mgmt Withheld Against 02 TO CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL Shr For Against CONCERNING THE ANNUAL ELECTION OF DIRECTORS, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. 03 TO CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL Shr For Against CONCERNING EXECUTIVE COMPENSATION, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. -------------------------------------------------------------------------------------------------------------------------- BOUYGUES, PARIS Agenda Number: 700902249 -------------------------------------------------------------------------------------------------------------------------- Security: F11487125 Meeting Type: MIX Meeting Date: 27-Apr-2006 Ticker: ISIN: FR0000120503 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Verification Period: Registered Shares: 1 to Non-Voting No vote 5 days prior to the meeting date, depends on company s by-laws. Bearer Shares: 6 days prior to the meeting date. French Resident Shareowners must complete, sign and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: ADP will forward voting instructions to the Global Custodians that have become Registered Intermediaries, on ADP Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact ADP. Trades/Vote Instructions: Since France maintains a Verification Period, for vote instructions submitted that have a trade transacted (sell) for either the full security position or a partial amount after the vote instruction has been submitted to ADP and the Global Custodian advises ADP of the position change via the account position collection process, ADP has a process in effect which will advise the Global Custodian of the new account position available for voting. This will ensure that the local custodian is instructed to amend the vote instruction and release the shares for settlement of the sale transaction. This procedure pertains to sale transactions with a settlement date prior to Meeting Date + 1 1. Approve the reports of the Board of Directors, Mgmt No vote the Chairman of the Board of Directors and the Auditors general reports, Company s financial statements, balance sheet for the year 2005 showing net income of EUR 260.833,378.18 and grant permanent discharge to the Directors for the performance of their duties during the said FY 2. Receive the reports of the Board of Directors, Mgmt No vote the Chairman of the Board of Directors and the Statutory auditors and approve the consolidated financial statements for the said FY in the form presented to the meeting showing net Income Group share of EUR 832,170,000.00 3. Approve that the distributable income for the Mgmt No vote FY of EUR 537,180,016.80 be appropriated as follows: first net dividend: EUR 0.05 per share or investment certificate i.e. an overall amount of: EUR 16,838,144.80, additional net dividend: EUR 0.85 per share or investment certificate, i.e an overall amount of: EUR 286,248,461.80 the balance of EUR 234,093,410.40 to the retained earnings account; the shareholders will receive a net dividend of EUR 0.90 per share or per investment certificate and will entitle natural persons domiciled in France to the 40% allowance; this dividend will be paid by cash on 03 MAY 2006 in the event that the Company holds some of its own shares on such date; the amount of the unpaid dividend on such shares shall be allocated to the retained earnings account, as required by law 4. Approve to transfer the amount, pursuant to Mgmt No vote Article 39 of the amended Finance Law for 2004, of EUR 183,615,274.88 posted to the special reserve of long capital gains account to the other reserves account, from which will be deducted the 2.5% extraordinary tax, as stipulated by the Article 39 IV of the Finance Law number 2004-1485 of 30 DEC 2004, amounting to: EUR 4,590,381.87 following this transfer, the special reserve of long-term capital gains account will show a new balance of EUR 0.00 and authorize the Board of Directors to take all necessary measures and accomplish all necessary formalities 5. Receive the special report of the Auditors on Mgmt No vote agreements governed by the Article L.225-38 of the French Commercial Code and the agreements referred to therein 6. Ratify the co-optation of Mrs. Patricia Barbizet Mgmt No vote as a Director and replace the Company Artemisfor the remainder of the Company Artemis term of office i.e. until the shareholders meeting called to approve the financial statements for 2007 7. Ratify the co-optation of Mr. Jean Henri Pinault Mgmt No vote as a Director to replace the Societe Financiere Pinault, for the remainder of the Societe Financiere Pinault s term of office i.e. until the shareholders called to approve the financial statements for 2009 8. Appoint Mr. Martin Bouygues as a Director for Mgmt No vote a 3 year period 9. Appoint Mrs. Monique Bouygues as a Director Mgmt No vote for a 3 year period 10. Approve to renew the appointment of Mr. Georges Mgmt No vote Chodron De Courcel as a Director for a period of 3 years 11. Appoint Mr. Francois Bertiere as a Director Mgmt No vote for a 3 year period 12. Ratify the transfer of the Head Office of the Mgmt No vote Company to: 32, Avenue Hoche, 75008 Paris and amend the Article 4 of the Bylaws 13. Authorize the Board of Directors, to buy back Mgmt No vote the Company s shares or investment certificates on the open market, subject to the conditions described below: maximum purchase price: EUR 80.00 per share or investment certificate, minimum sale price: EUR 30.00 per share or investment certificate, maximum number of shares and investment certificates to be acquired: 10% of the share capital, maximum funds invested in the share buy backs: EUR 1,500,000,000.00; and to take all necessary measures and accomplish all necessary formalities; this delegation of powers supersedes any and all earlier delegations to the same effect 14. Authorize the Board of Directors to issue, in Mgmt No vote the event that the Laws and Rules applying to the Company would make possible the use of such authorization, during public offerings on the Company shares and in accordance with the legal provisions and regulations in force at the date of such use, warrants giving the right to subscribe under preferential conditions for shares in the Company, and to allocate for free said warrants to the shareholders; the maximal nominal amount of capital increase liable to be carried out under this delegation of authority shall not exceed EUR 150,000,000.00; the maximum number of equity warrants liable to be issued shall not exceed 450,000,000 and authorize the Board of Directors to take all necessary measures and accomplish all necessary formalities and also includes a waiver by shareholders of their pre-emptive right to the Company ordinary shares to which the equity warrants issued under this authorization may give rise to entitlement Authority expires on completion of 18 months 15. Approve the reports of the Board of Directors Mgmt No vote and the Special Advantages Auditor, the evaluation by Detroyat ET Associes, by a majority required of 95% of the present and represented, by the voting right certificates holders special meeting, of the existing certificates consolidation into shares; the existing certificates consolidation into shares Scheme presented by the Board of Directors in accordance with Article L.228-31 of the French Commercial Code and the purchase by the Company of the whole voting right certificates, set at EUR 5.46 per voting right certificate and the allocation for free to investment certificate bearers of the corresponding voting right certificates, decides to proceed with this consolidation and authorize the Board of Directors to amend: Article 7, 8, 9, 10,24, 25 of the ByLaws 16. Authorize the Board of Directors by all legal Mgmt No vote means, to increase the share capital in accordance with the conditions and limitations set forth by Resolutions number 10, 11, 12. 13, 14, 15, 16 17 and 18; the shareholders; the investment certificate holders, meeting at a special meeting, have waived in the event of an issuance without preferential subscription right, their pre-emptive right to any voting preference shares with the same rights as investment certificates, and also, that they have noted that this authorization includes the waiver of their pre-emptive right to any non preference shares with the same rights as investment certificates, to which the securities issued under this authorization may give rise to entitlement Authority expires on completion of 14 months 17. Authorize the Board of Directors to issue, in Mgmt No vote the event that the Laws and Rules applying to the company would make possible the use of such authorization, during public offerings on the Company shares and in accordance with the legal provisions and regulations in force at the date of such use, warrants s entitling to subscribe, on preferential conditions, to shares of the company and to freely allocate them to the shareholders; the maximal nominal amount of capital increases to be carried out under this delegation of authori1y shall not exceed EUR 150,000,000.00 this amount shall count against the global ceiling set in the 10th Resolution of the shareholder s meeting of 28 APR 2005, the maximum number of warrants issued will not exceed 450,000,000 and authorize the Board of Directors to take all necessary measures and accomplish all necessary formalities and meeting notes that this authorization includes waiver by shareholders of their pre-emptive right to the Company ordinary shares to which the equity warrants issued under this authorization may give rise to entitlement and waiver by investment certificate holders meeting at a special meeting today of their pre-emptive right to the non-voting preference shares with the same rights as investment certificates to which the equity warrants issued under this authorization may give rise to entitlement Authority expires on completion of 18 months 18. Authorize the Board of Directors to reduce the Mgmt No vote share capital on one or more occasions and at its sole discretion, by canceling all or part of the shares held by the Company in connection with a stock repurchase plan up to a maximum of 10% of the share capital over a 24-month period and to charge the difference between the purchase price of the cancelled shares and their nominal par value on all the accounts of bonuses and the available reserves, it supersedes any and all earlier authorizations to the same effect and to take all necessary measures and accomplish all necessary formalities Authority expires on completion of 18 months 19. Authorize the Board of Directors to issue, for Mgmt No vote the profit of investment certificates holders: non-voting preference shares with the same rights as investment certificates, and any securities giving access to non-voting preference shares with the same rights as investment certificates to a maximum nominal amount of EUR 10,000,000.00, the nominal amount of debt securities issued shall not exceed EUR 10,000,000.00 and supersedes any and all earlier authorizations to the same effect and to take all necessary measures and accomplish all necessary formalities Authority expires for a period of 18 months 20. Amend the Article 18 of the By-Laws: control Mgmt No vote agents 21. Approve to grant all powers to the bearer of Mgmt No vote an original a copy or extract of the minutes of this meeting to carry out all filings, publications and other formalities prescribed by Law -------------------------------------------------------------------------------------------------------------------------- BP P.L.C. Agenda Number: 932448675 -------------------------------------------------------------------------------------------------------------------------- Security: 055622104 Meeting Type: Annual Meeting Date: 20-Apr-2006 Ticker: BP ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 TO RECEIVE THE DIRECTORS ANNUAL REPORT AND Mgmt For For THE ACCOUNTS 02 TO APPROVE THE DIRECTORS REMUNERATION REPORT Mgmt For For 03 DIRECTOR DR D C ALLEN Mgmt For For LORD BROWNE Mgmt For For MR J H BRYAN Mgmt For For MR A BURGMANS Mgmt For For MR I C CONN Mgmt For For MR E B DAVIS, JR Mgmt For For MR D J FLINT Mgmt For For DR B E GROTE Mgmt For For DR A B HAYWARD Mgmt For For DR D S JULIUS Mgmt For For SIR TOM MCKILLOP Mgmt For For MR J A MANZONI Mgmt For For DR W E MASSEY Mgmt For For SIR IAN PROSSER Mgmt For For MR M H WILSON Mgmt For For MR P D SUTHERLAND Mgmt For For 04 TO RE-APPOINT ERNST & YOUNG LLP AS AUDITORS Mgmt For For AND AUTHORIZE THE BOARD TO SET THEIR REMUNERATION 05 SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY Mgmt For For FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY 06 TO GIVE AUTHORITY TO ALLOT SHARES UP TO A SPECIFIED Mgmt For For AMOUNT 07 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT Mgmt For For A LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING AN OFFER TO SHAREHOLDERS -------------------------------------------------------------------------------------------------------------------------- BT GROUP PLC Agenda Number: 700739937 -------------------------------------------------------------------------------------------------------------------------- Security: G16612106 Meeting Type: AGM Meeting Date: 13-Jul-2005 Ticker: ISIN: GB0030913577 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive the financial statements and the Statutory Mgmt No vote reports 2. Approve the remuneration report Mgmt No vote 3. Approve the final dividend of 6.5 pence per Mgmt No vote ordinary share 4. Re-elect Mr. Ben Verwaayen as a Director Mgmt No vote 5. Re-elect Dr. Paul Reynolds as a Director Mgmt No vote 6. Re-elect Mr. Carl Symon as a Director Mgmt No vote 7. Re-elect Mr. Baroness Jay as a Director Mgmt No vote 8. Elect Mr. Hanif Lalani as a Director Mgmt No vote 9. Re-appoint PricewaterhouseCoopers as the Auditors Mgmt No vote of the Company 10. Authorize the Board to fix remuneration of the Mgmt No vote Auditors 11. Grant authority to issue of equity or equity-linked Mgmt No vote securities with pre-emptive rights up to aggregate nominal amount of GBP 140,000,000 S.12 Grant authority to issue of equity or equity-linked Mgmt No vote securities without pre-emptive rights up to aggregate nominal amount of GBP 21,800,000 S.13 Grant authority to make market purchase of 850,000,000 Mgmt No vote ordinary shares 14. Amend the BT Group Retention Share Plan and Mgmt No vote the BT Group Deferred Bonus Plan 15. Authorize British Telecommunication PLC to make Mgmt No vote EU Political Organization donation up to GBP 100,000 -------------------------------------------------------------------------------------------------------------------------- CANADIAN IMPERIAL BANK OF COMMERCE Agenda Number: 932435414 -------------------------------------------------------------------------------------------------------------------------- Security: 136069101 Meeting Type: Annual Meeting Date: 02-Mar-2006 Ticker: BCM ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 APPOINTMENT OF AUDITORS Mgmt No vote 02 DIRECTOR B.S. BELZBERG Mgmt No vote J.H. BENNETT Mgmt No vote G.F. COLTER Mgmt No vote W.L. DUKE Mgmt No vote I.E.H. DUVAR Mgmt No vote W.A. ETHERINGTON Mgmt No vote M.A. FRANSSEN Mgmt No vote G.D. GIFFIN Mgmt No vote J.A. GRANT Mgmt No vote L.S. HASENFRATZ Mgmt No vote P.M. HAYLES Mgmt No vote J.S. LACEY Mgmt No vote J.P. MANLEY Mgmt No vote G.T. MCCAUGHEY Mgmt No vote C. SIROIS Mgmt No vote S.G. SNYDER Mgmt No vote C.M. TRUDELL Mgmt No vote R.W. TYSOE Mgmt No vote 3A SHAREHOLDER PROPOSAL NO. 1 Shr No vote 3B SHAREHOLDER PROPOSAL NO. 2 Shr No vote 3C SHAREHOLDER PROPOSAL NO. 3 Shr No vote -------------------------------------------------------------------------------------------------------------------------- CEMEX, S.A. DE C.V. Agenda Number: 932484621 -------------------------------------------------------------------------------------------------------------------------- Security: 151290889 Meeting Type: Special Meeting Date: 27-Apr-2006 Ticker: CX ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management E1 PROPOSAL TO SPLIT EACH OF THE COMPANY S ORDINARY Mgmt For For COMMON SHARES SERIES A AND SERIES B SHARES AND AMEND ARTICLE 6 OF THE COMPANY S BY-LAWS. E2 PROPOSAL TO CHANGE THE COMPANY S BY-LAWS. Mgmt For For E3 APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS Mgmt For For ADOPTED AT THE MEETING AND THE CHANGES IN THE COMPANY S BY-LAWS OR ESTATUTOS SOCIALES, IF APPLICABLE. O1 APPROVAL OF THE FINANCIAL STATEMENTS FOR THE Mgmt For For FISCAL YEAR ENDED DECEMBER 31, 2005. O2 ALLOCATION OF PROFITS AND THE MAXIMUM AMOUNT Mgmt For For OF FUNDS TO BE USED FOR THE PURCHASE OF COMPANY SHARES. O3 PROPOSAL TO INCREASE THE CAPITAL STOCK OF THE Mgmt For For COMPANY IN ITS VARIABLE PORTION. O4 APPOINTMENT OF DIRECTORS AND STATUTORY AUDITORS, Mgmt For For AND PRESIDENT OF THE AUDIT COMMITTEE AND SOCIETAL PRACTICES. O5 COMPENSATION OF DIRECTORS, STATUTORY AUDITORS Mgmt For For AND AUDIT AND SOCIETAL PRACTICES COMMITTEE. O6 APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS Mgmt For For ADOPTED AT THE MEETING. -------------------------------------------------------------------------------------------------------------------------- CHEVRON CORPORATION Agenda Number: 932454399 -------------------------------------------------------------------------------------------------------------------------- Security: 166764100 Meeting Type: Annual Meeting Date: 26-Apr-2006 Ticker: CVX ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR S.H. ARMACOST Mgmt For For L.F. DEILY Mgmt For For R.E. DENHAM Mgmt For For R.J. EATON Mgmt For For S. GINN Mgmt For For F.G. JENIFER Mgmt For For S. NUNN Mgmt For For D.J. O'REILLY Mgmt For For D.B. RICE Mgmt For For P.J. ROBERTSON Mgmt For For C.R. SHOEMATE Mgmt For For R.D. SUGAR Mgmt For For C. WARE Mgmt For For 02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For ACCOUNTING FIRM 03 AMEND COMPANY BY-LAWS TO INCLUDE PROPONENT REIMBURSEMENT Shr For Against 04 REPORT ON OIL & GAS DRILLING IN PROTECTED AREAS Shr Against For 05 REPORT ON POLITICAL CONTRIBUTIONS Shr Against For 06 ADOPT AN ANIMAL WELFARE POLICY Shr Against For 07 REPORT ON HUMAN RIGHTS Shr For Against 08 REPORT ON ECUADOR Shr Against For -------------------------------------------------------------------------------------------------------------------------- CITIGROUP INC. Agenda Number: 932447750 -------------------------------------------------------------------------------------------------------------------------- Security: 172967101 Meeting Type: Annual Meeting Date: 18-Apr-2006 Ticker: C ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR C. MICHAEL ARMSTRONG Mgmt For For ALAIN J.P. BELDA Mgmt For For GEORGE DAVID Mgmt For For KENNETH T. DERR Mgmt For For JOHN M. DEUTCH Mgmt For For R. HERNANDEZ RAMIREZ Mgmt For For ANN DIBBLE JORDAN Mgmt For For KLAUS KLEINFELD Mgmt For For ANDREW N. LIVERIS Mgmt For For DUDLEY C. MECUM Mgmt For For ANNE MULCAHY Mgmt For For RICHARD D. PARSONS Mgmt For For CHARLES PRINCE Mgmt For For JUDITH RODIN Mgmt For For ROBERT E. RUBIN Mgmt For For FRANKLIN A. THOMAS Mgmt For For 02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For AS CITIGROUP S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006. 03 PROPOSAL TO AMEND ARTICLE FOURTH OF THE RESTATED Mgmt For For CERTIFICATE OF INCORPORATION. 04 PROPOSAL TO AMEND ARTICLE EIGHTH OF THE RESTATED Mgmt For For CERTIFICATE OF INCORPORATION. 05 PROPOSAL TO AMEND ARTICLE NINTH OF THE RESTATED Mgmt For For CERTIFICATE OF INCORPORATION. 06 STOCKHOLDER PROPOSAL REQUESTING NO FUTURE NEW Shr Against For STOCK OPTION GRANTS AND NO RENEWAL OR REPRICING OF CURRENT STOCK OPTIONS. 7 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For POLITICAL CONTRIBUTIONS. 8 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For CHARITABLE CONTRIBUTIONS. 9 STOCKHOLDER PROPOSAL REQUESTING THE ADOPTION Shr For Against OF A POLICY REGARDING PERFORMANCE-BASED EQUITY COMPENSATION FOR SENIOR EXECUTIVES. 10 STOCKHOLDER PROPOSAL REGARDING REIMBURSEMENT Shr Against For OF EXPENSES INCURRED BY A STOCKHOLDER IN A CONTESTED ELECTION OF DIRECTORS. 11 STOCKHOLDER PROPOSAL REQUESTING THAT THE CHAIRMAN Shr Against For OF THE BOARD HAVE NO MANAGEMENT DUTIES, TITLES OR RESPONSIBILITIES. 12 STOCKHOLDER PROPOSAL REQUESTING THE RECOUPMENT Shr Against For OF MANAGEMENT BONUSES IN THE EVENT OF A RESTATEMENT OF EARNINGS. -------------------------------------------------------------------------------------------------------------------------- CITIZENS COMMUNICATIONS COMPANY Agenda Number: 932498238 -------------------------------------------------------------------------------------------------------------------------- Security: 17453B101 Meeting Type: Annual Meeting Date: 25-May-2006 Ticker: CZN ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR KATHLEEN Q. ABERNATHY Mgmt For For LEROY T. BARNES, JR. Mgmt For For JERI B. FINARD Mgmt For For LAWTON WEHLE FITT Mgmt For For STANLEY HARFENIST Mgmt For For WILLIAM M. KRAUS Mgmt For For HOWARD L. SCHROTT Mgmt For For LARRAINE D. SEGIL Mgmt For For BRADLEY E. SINGER Mgmt For For EDWIN TORNBERG Mgmt For For DAVID H. WARD Mgmt For For MYRON A. WICK, III Mgmt For For MARY AGNES WILDEROTTER Mgmt For For 02 TO ADOPT THE NON-EMPLOYEE DIRECTORS EQUITY Mgmt For For INCENTIVE PLAN. 03 TO CONSIDER AND VOTE UPON A STOCKHOLDER PROPOSAL, Shr For Against IF PRESENTED AT THE MEETING. 04 TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006. -------------------------------------------------------------------------------------------------------------------------- COMPAGNIE FINANCIERE RICHEMONT AG Agenda Number: 700791406 -------------------------------------------------------------------------------------------------------------------------- Security: H25662141 Meeting Type: AGM Meeting Date: 15-Sep-2005 Ticker: ISIN: CH0012731458 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting No vote IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. 1. Accept the financial statements and the statutory Mgmt No vote reports 2. Approve the allocation of income and dividends Mgmt No vote of CHF 0.04 per A bearer share and CHF 0.004 per B bearer share 3. Grant discharge to the Board and the Senior Mgmt No vote Management 4.1 Re-elect Mr. Johann Rupert as a Director Mgmt No vote 4.2 Re-elect Mr. Jean-Paul Aeschimann as a Director Mgmt No vote 4.3 Re-elect Mr. Franco Cologni as a Director Mgmt No vote 4.4 Re-elect Mr. Leo Deschuyteneer as a Director Mgmt No vote 4.5 Re-elect Lord Douro as a Director Mgmt No vote 4.6 Re-elect Mr. Yves-Andre Istel as a Director Mgmt No vote 4.7 Re-elect Mr. Richard Lepeu as a Director Mgmt No vote 4.8 Re-elect Mr. Simon Murray as a Director Mgmt No vote 4.9 Re-elect Mr. Alain Dominique Perrin as a Director Mgmt No vote 4.10 Re-elect Mr. Alan Quasha as a Director Mgmt No vote 4.11 Re-elect Lord Renwick of Clifton as a Director Mgmt No vote 4.12 Re-elect Mr. Jurgen Schrempp as a Director Mgmt No vote 4.13 Re-elect Mr. Ernst Verloop as a Director Mgmt No vote 5. Ratify PricewaterhouseCoopers as the Auditors Mgmt No vote -------------------------------------------------------------------------------------------------------------------------- COMPAGNIE FINANCIERE RICHEMONT AG Agenda Number: 700795947 -------------------------------------------------------------------------------------------------------------------------- Security: H25662141 Meeting Type: AGM Meeting Date: 15-Sep-2005 Ticker: ISIN: CH0012731458 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote ID 256195 DUE TO RECEIPT IN ADDITIONAL RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting No vote IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS 1. Accept the financial statements and the statutory Mgmt No vote reports 2. Approve the allocation of income and dividends Mgmt No vote of CHF 0.04 per A bearer share and CHF 0.004 per B bearer share 3. Grant discharge to the Board and the Senior Mgmt No vote Management 4. Re-elect Mr. Johann Rupert as a Director Mgmt No vote 5. Re-elect Mr. Jean-Paul Aeschimann as a Director Mgmt No vote 6. Re-elect Mr. Franco Cologni as a Director Mgmt No vote 7. Re-elect Mr. Leo Deschuyteneer as a Director Mgmt No vote 8. Re-elect Lord Douro as a Director Mgmt No vote 9. Re-elect Mr. Yves-Andre Istel as a Director Mgmt No vote 10. Re-elect Mr. Richard Lepeu as a Director Mgmt No vote 11. Re-elect Mr. Simon Murray as a Director Mgmt No vote 12. Re-elect Mr. Alain Dominique Perrin as a Director Mgmt No vote 13. Re-elect Mr. Alan Quasha as a Director Mgmt No vote 14. Re-elect Lord Renwick of Clifton as a Director Mgmt No vote 15. Re-elect Mr. Jurgen Schrempp as a Director Mgmt No vote 16. Re-elect Mr. Ernst Verloop as a Director Mgmt No vote 17. Re-elect Mr. Norbert Platt as a Director Mgmt No vote 18. Re-elect Ms. Martha Wikstrom as a Director Mgmt No vote 19. Ratify PricewaterhouseCoopers as the Auditors Mgmt No vote -------------------------------------------------------------------------------------------------------------------------- COMPAGNIE FINANCIERE RICHEMONT AG Agenda Number: 700799705 -------------------------------------------------------------------------------------------------------------------------- Security: H25662141 Meeting Type: AGM Meeting Date: 15-Sep-2005 Ticker: ISIN: CH0012731458 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote ID 258958 DUE TO CHANGE IN THE AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting No vote IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. 1. Accept the financial statements and the statutory Mgmt No vote reports 2. Approve the allocation of income and dividends Mgmt No vote of CHF 0.04 per A bearer share and CHF 0.004 per B bearer share 3. Grant discharge to the Board and the Senior Mgmt No vote Management 4. Re-elect Mr. Johann Rupert, Mr Jean-Paul Aeschimann, Mgmt No vote Mr. Franco Cologni, Mr. Leo Deschuyteneer, Lord Douro, Mr. Yves-Andre Istel, Mr. Richard Lepeu, Mr. Simon Murray, Mr. Alain Dominique Perrin, Mr. Alan Quasha, Lord Renwick of Clifton, Mr. Jurgen Schrempp, Mr. Ernst Verloop as the Directors 5. Appoint PricewaterhouseCoopers as the Auditors Mgmt No vote -------------------------------------------------------------------------------------------------------------------------- COOPER INDUSTRIES, LTD. Agenda Number: 932446734 -------------------------------------------------------------------------------------------------------------------------- Security: G24182100 Meeting Type: Annual Meeting Date: 25-Apr-2006 Ticker: CBE ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR I.J. EVANS Mgmt No vote K.S. HACHIGIAN Mgmt No vote J.R. WILSON Mgmt No vote 02 APPOINT ERNST & YOUNG AS INDEPENDENT AUDITORS Mgmt No vote FOR THE YEAR ENDING 12/31/2006. 03 APPROVE THE AMENDED AND RESTATED MANAGEMENT Mgmt No vote ANNUAL INCENTIVE PLAN. 04 APPROVE THE AMENDED AND RESTATED DIRECTORS Mgmt No vote STOCK PLAN. 05 SHAREHOLDER PROPOSAL REQUESTING COOPER TO IMPLEMENT Shr No vote A CODE OF CONDUCT BASED ON INTERNATIONAL LABOR ORGANIZATION HUMAN RIGHTS STANDARDS. -------------------------------------------------------------------------------------------------------------------------- CREDIT AGRICOLE SA, PARIS Agenda Number: 700904419 -------------------------------------------------------------------------------------------------------------------------- Security: F22797108 Meeting Type: AGM Meeting Date: 17-May-2006 Ticker: ISIN: FR0000045072 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management PLEASE NOTE THAT THIS AN MIX MEETING. THANK Non-Voting No vote YOU. A Verification Period exists in France. Please Non-Voting No vote see http://ics.adp.com/marketguide for complete information. Verification Period: Registered Shares: 1 to 5 days prior to the meeting date, depends on company s by-laws. Bearer Shares: 6 days prior to the meeting date. French Resident Shareowners must complete, sign and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: ADP will forward voting instructions to the Global Custodians that have become Registered Intermediaries, on ADP Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact ADP. Trades/Vote Instructions: Since France maintains a Verification Period, for vote instructions submitted that have a trade transacted (sell) for either the full security position or a partial amount after the vote instruction has been submitted to ADP and the Global Custodian advises ADP of the position change via the account position collection process, ADP has a process in effect which will advise the Global Custodian of the new account position available for voting. This will ensure that the local custodian is instructed to amend the vote instruction and release the shares for settlement of the sale transaction. This procedure pertains to sale transactions with a settlement date prior to Meeting Date + 1 O.1 Approve the annual accounts on 31 DEC 2005 Mgmt No vote O.2 Approve the consolidated accounts on 31 DEC Mgmt No vote 2005 o.3 Approve the allocation of the results of the Mgmt No vote FY 2005 and to set and payment of the dividend o.4 Approve the conventions in Articles L225-38 Mgmt No vote of the Commercial Law o.5 Ratify the coopting of a Director Mgmt No vote o.6 Appoint a Director Mgmt No vote o.7 Approve to renew the Directors terms of office Mgmt No vote o.8 Approve to renew the Principal Statutory Auditors Mgmt No vote terms of office o.9 Approve the renewal of the Substitute Statutory Mgmt No vote Auditor s term of office O.10 Appoint a Substitute Statutory Auditor Mgmt No vote o.11 Approve the Directors fees to the Directors Mgmt No vote O.12 Authorize the Board of Directors in order to Mgmt No vote trade in the Cmpany s shares e.1 Authorize the Board of Directors in order to Mgmt No vote increase the share capital by issue of ordinary shares and/or any all securities giving access immediately and/or in the future to the share capital, with retention of the preferential subscription rights e.2 Authorize the Board of Directors in order to Mgmt No vote increase the share capital by issue of ordinary shares and/or any all securities giving access immediately and/or in the future to the share capital, with waiver of the preferential subscription rights e.3 Authorize the Board of Directors to increase Mgmt No vote the number of securities to issue in case of share capital increase with or without preferential subscription rights e.4 Authorize the Board of Directors to issue of Mgmt No vote securities giving access to share capital to remunerate contributions in kind to the Company constituted of securities giving access to share capital e.5 Authorize the Board of Directors to determinate Mgmt No vote the issue price of ordinary shares or securities giving access to share capital, in case of cancellation of the preferential subscription right, in the annual limit of 5% of the share capital e.6 Authorize the Board of Directors to increase Mgmt No vote the share capital by incorporation of reserves, profit, premium or others e.7 Authorize the Board of Directors to grant purchase Mgmt No vote option and/or purchase subscription of the Company e.8 Authorize the Board of Directors to proceed Mgmt No vote to share capital increase reserved for employees of Credit Agricole Group Member of a Company s Saving Scheme e.9 Authorize the Board of Directors to proceed Mgmt No vote to share capital increase reserved for employees of Credit Agricole International Company e.10 Authorize the Board of Directors to proceed Mgmt No vote to share capital increase reserved for employees of Credit Agricole Group Member of a Group s Saving Sheme in the United States e.11 Authorize the Board of Directors to reduce the Mgmt No vote share capital by the way of the cancellation of shares e.12 Approve the statutory amendment in order to Mgmt No vote put the Satutes in conformity with the Law Number 2005-842 on 26 JUL 2005 for the confidence and the modernization of the economy e.13 Approve the formalities, powers; forecast dividend: Mgmt No vote EUR 0.94, ex-date: 29 MAY 2006 -------------------------------------------------------------------------------------------------------------------------- CREDIT AGRICOLE SA, PARIS Agenda Number: 700910462 -------------------------------------------------------------------------------------------------------------------------- Security: F22797108 Meeting Type: MIX Meeting Date: 17-May-2006 Ticker: ISIN: FR0000045072 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote ID 287415 DUE TO ADDITIONAL RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU A Verification Period exists in France. Please Non-Voting No vote see http://ics.adp.com/marketguide for complete information. Verification Period: Registered Shares: 1 to 5 days prior to the meeting date, depends on the Company s By-laws. Bearer Shares: 6 days prior to the meeting date. French Resident Shareowners must complete, sign and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: ADP will forward voting instructions to the Global Custodians that have become Registered Intermediaries, on ADP Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact ADP. Trades/Vote Instructions: Since France maintains a Verification Period, for vote instructions submitted that have a trade transacted (sell) for either the full security position or a partial amount after the vote instruction has been submitted to ADP and the Global Custodian advises ADP of the position change via the account position collection process, ADP has a process in effect which will advise the Global Custodian of the new account position available for voting. This will ensure that the local custodian is instructed to amend the vote instruction and release the shares for settlement of the sale transaction. This procedure pertains to sale transactions with a settlement date prior to Meeting Date + 1 O.1 Receive the management report of the Board of Mgmt No vote Directors and the Auditors general report, and approve the Company s financial statements and the balance sheet for the YE 31 DEC 2005; approve the charges and expenses that were not tax-deductible of EUR 44,109.00 with a corresponding tax of EUR 15,408.74 O.2 Receive the reports of the Board of Directors Mgmt No vote and the Statutory Auditors and approve the consolidated financial statements for the said FY O.3 Acknowledge that: the net income for the FY Mgmt No vote is of EUR 2,450,087,502.11, the prior retained earnings is of EUR 232,213,796.33 i.e. a total of EUR 2,682,301,298.44; approve that this distributable income be appropriated as follows: to the legal reserve, 5% of the net income, i.e. EUR 122,504,375.11, to the total dividend: EUR 1,407,482,962.94, to the retained earnings: EUR 1,152,313,960.39; the shareholders will receive a net dividend of EUR 0.94 per share, and will entitle to the 40% allowance provided by the French tax code; this dividend will be paid on 29 MAY 2006; in the event that the Company holds some of its own shares on such date, the amount of the unpaid dividend on such shares shall be allocated to the retained earnings account O.4 Receive the special report of the Auditors on Mgmt No vote agreements governed by Articles L. 225-38 et seq. of the French Commercial Code and approve said report and the agreements referred to therein O.5 Ratify the co-optation of Mr. Jean-Roger Drouet Mgmt No vote as a Director, to replace Mr. Jean-Claude Pichon, for the remainder of Mr. Jean-Claude Pichon s term of office, i.e. until the shareholders meeting called to approve the financial statements for the FYE 31 DEC 2007 O.6 Acknowledge Mr. Pierre Kerfriden s resignation Mgmt No vote and appoint Mr. Bruno De Laage as a Director, for the remainder of Mr. Pierre Kerfriden s term of office, i.e. until the shareholders meeting called to approve the financial statements for the FYE 31 DEC 2006 O.7 Approve to renew the appointment of Mr. Noel Mgmt No vote Dupuy as a Director for a 3-year period O.8 Approve to renew the appointment of Mrs. Carole Mgmt No vote Giraud as a Director for a 3-year period O.9 Approve to renew the appointment of Mr. Roger Mgmt No vote Gobin as a Director for a 3 year period O.10 Approve to renew the appointment of Mr. Bernard Mgmt No vote Mary as a Director for a 3-year period O.11 Approve to renew the appointment of Mr. Jean-Pierre Mgmt No vote Pargade as a Director for a 3-year period O.12 Approve to renew the appointment of the Company Mgmt No vote Sas Rue La Boetie as a Director for a 3-year period O.13 Acknowledge that the term of office, as the Mgmt No vote Statutory Auditor, of the Company, Barbier, Frinault Et Autres is over at the end of the present meeting and approve to renew the appointment of Barbier, Frinault Et Autres as the Statutory Auditor for a 6-year period O.14 Acknowledge that the term of office of the Company Mgmt No vote PricewaterhouseCoopers Audit, as the Statutory Auditor, is over at the end of the present meeting and approve to renew the appointment of PricewaterhouseCoopers Audit as the Statutory Auditor for a 6-year period O.15 Acknowledge that the term of office, as the Mgmt No vote Deputy Auditor, of Mr. Pierre Coll is over at the end of the present meeting and approve to renew the appointment of Mr. Pierre Coll as the Deputy Auditor of the Company PricewaterhouseCoopers Audit for a 6-year period O.16 Acknowledge that the term of office of Mr. Alain Mgmt No vote Grosman, as the Deputy Auditor, is over at the end of the present meeting and appoint as the Deputy Auditor of the Company Barbier, Frinault Et Autres, the Company Picarle Et Associes for a 6-year period O.17 Approve to award total annual fees of EUR 850,000.00 Mgmt No vote to the Directors O.18 Authorize the Board of Directors, in supersession Mgmt No vote to the authorization granted by the ordinary shareholders meeting of 18 MAY 2005, to trade in the Company s shares on the stock market, subject to the conditions described below: maximum purchase price: EUR 45.00; maximum number of shares to be acquired: 10% of the share capital, or 5% of its capital when the share are acquired by the Company with a view to their retention or their subsequent delivery in payment or exchange as part of a merger, divestment or capital contribution; maximum funds invested in the share buybacks: EUR 3,000,000,000.00; Authority expires the earlier of the renewal by another ordinary shareholders meeting or 18 months ; to take all necessary measures and accomplish all necessary formalities E.19 Authorize the Board of Directors, in supersession Mgmt No vote of the unused part of the authorization granted by the shareholders meeting of 18 MAY 2005, the necessary powers to increase the capital, on one or more occasions, in France or abroad, by a maximum nominal amount of EUR 4,000,000,000.00, by issuance, with preferred subscription rights maintained, of ordinary shares of the Company and, or of any other securities giving right by all means to the share capital; the maximum nominal amount of debt securities which may be issued shall not exceed EUR 5,000,000,000.00; Authority expires at the end of 26 months ; to take all necessary measures and accomplish all necessary formalities, to charges the issuance costs, rights and fees against the related premiums and deduct from the premiums the amounts necessary to raise the legal reserve to one-tenth of the new capital after each increase E.20 Authorize the Board of Directors, in supersession Mgmt No vote of the unused part of the authorization granted on 18 MAY 2005, to increase the capital, in one or more occasions, in France or abroad, by a maximum nominal amount of EUR 900,000,000.00, by issuance, with out pre-emptive subscription rights, of ordinary shares of the Company and/or of any other securities giving access by all means to the share capital, the maximum nominal amount of debt securities which may be issued shall not exceed EUR 5,000,000,000.00; the whole with in the limit of the fraction unused of the ceilings set forth in Resolution E.19 being specified that any issue carried out as per the present resolution shall count against the or the said corresponding ceiling ceilings ; Authority expires at the end of 26 months ; to take all necessary measures and accomplish all necessary formalities; to charge the issuance costs, rights and fees against the related and fees against the related premiums and deduct from the premiums the amounts necessary to raise the legal reserve to 1/10 of the new capital after each increase E.21 Authorize the Board of Directors to increase Mgmt No vote the number of securities to be issued in the event of a capital increase, for each of the issues with or without preferential subscription right of shareholders, at the same price as the initial issue, within 30 days of the closing of the subscription period and up to a maximum of 15% of the initial issue; Authority expires at the conclusion of 26 months ; the maximum amount of the capital increases realized accordingly to the present delegation, shall count against the limit of the overall ceilings of capital increase set forth in Resolutions E.19 and E.20 E.22 Authorize the Board of Directors to increase Mgmt No vote the share capital up to 10% of the share capital, in consideration for the contributions in kind granted to the Company and comprised of capital securities or securities giving access to share capital; Authority expires at the conclusion of 26 months ; and to take all necessary measures and accomplish all necessary formalities; the maximum amount of the capital increases realized accordingly to the present delegation, shall count against the limit of the overall ceilings set forth in Resolution E.20 E.23 Authorize the Board of Directors within the Mgmt No vote limit of 5% of the Company s share capital per year, to set the issue price of the ordinary shares or securities to be issued, in accordance with the terms and conditions determined by the shareholder s meeting E.24 Authorize the Board of Directors, in supersession Mgmt No vote of the unused fraction of the authorization granted by the combined shareholders meeting of 18 MAY 2005, to increase the share capital, in one or more occasions, to a maximum nominal amount of EUR 3,000,000,000.00, by way of capitalizing reserves, profits, premiums or other means, provided that such capitalization is allowed by law and under the By-Laws, by issuing bonus shares or raising the par value of existing shares, or by a combination of these methods; this amount is independent from the overall ceiling fixed in Resolutions E.19 and E.20 of the present meeting; Authority expires at the conclusion of 26 months ; and to take all necessary measures and accomplish all necessary formalities E.25 Authorize the Board of Directors, in supersession Mgmt No vote to the authorization granted by Resolution 21 of the combined shareholders meeting of 21 MAY 2003, to grant in one or more transactions, to employees and corporate officers of the Company and of related Companies, options giving the right either to subscribe for shares, or to purchase existing shares purchased by the Company, it being provided that the options shall not give rights to a total number of shares, which shall exceed 2% of the share capital; Authority expires at the conclusion of 38 months ; and to take all necessary measures and accomplish all necessary formalities E.26 Authorize the Board of Directors, in supersession Mgmt No vote to the authorization granted by Resolution 20 of the shareholders meeting of 18 MAY 2005, to increase the share capital, on one or more occasions, at its sole discretion, by way of issuing shares in favor of employees of the Group Credit Agricole who are members of a Company Savings Plan; Authority expires at the conclusion of 26 months ; for an amount that shall not exceed EUR 150,000,000.00; this amount shall not count against the amount of capital increases resulting from the previous resolutions; and to take all necessary measures and accomplish all necessary formalities E.27 Authorize the Board of Directors to increase Mgmt No vote the share capital, on one or more occasions, by way of issuing new shares in favor of the Company Credit Agricole International employees; Authority is given for a period expiring on the day of shareholder s meeting ; approve the 2006 financial statements and for an amount that shall not exceed EUR 40,000,000.00; to take all necessary measures and accomplish all necessary formalities E.28 Authorize the Board of Directors to increase Mgmt No vote the share capital, on one or more occasions, by way of issuing shares to be paid in cash in favor of employees of the Group Credit Agricole, who are members of the Company Savings Plan in the United States; Authority expires at the conclusion of 18 months ; and for an amount that shall not exceed EUR 40,000,000.00; to take all necessary measures and accomplish all necessary formalities E.29 Authorize the Board of Directors, in supersession Mgmt No vote to the authorization granted by the shareholder s meeting of 18 MAY 2005, to reduce the share capital, on one or more occasions, at its sole discretion, by canceling all or part of the shares held by the Company in connection with the Stock Repurchase Plan decided in Resolution O.18 or future authorizations, up to a maximum of 10% of the share capital over a 24 months period; Authority expires at the conclusion of 24 months ; to take all necessary measures and accomplish all necessary formalities E.30 Amend the quorum required for the validity of Mgmt No vote the ordinary and the extraordinary shareholders meetings, in order to bring it into conformity with the current legal and regulatory requirements and the Articles of the By Laws: 26 ordinary shareholder s meeting , 27 extraordinary shareholders meeting E.31 Grant full powers to the bearer of an original, Mgmt No vote a copy or extract of the minutes of this meeting to carry out all filings, publications and other formalities prescribed by law -------------------------------------------------------------------------------------------------------------------------- DEERE & COMPANY Agenda Number: 932425677 -------------------------------------------------------------------------------------------------------------------------- Security: 244199105 Meeting Type: Annual Meeting Date: 22-Feb-2006 Ticker: DE ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR CRANDALL C. BOWLES Mgmt For For VANCE D. COFFMAN Mgmt For For ARTHUR L. KELLY Mgmt For For THOMAS H. PATRICK Mgmt For For 02 APPROVAL OF THE AMENDMENT OF THE JOHN DEERE Mgmt For For OMNIBUS EQUITY AND INCENTIVE PLAN. 03 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2006. -------------------------------------------------------------------------------------------------------------------------- DEVELOPERS DIVERSIFIED REALTY CORP. Agenda Number: 932469186 -------------------------------------------------------------------------------------------------------------------------- Security: 251591103 Meeting Type: Annual Meeting Date: 09-May-2006 Ticker: DDR ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR DEAN S. ADLER Mgmt For For TERRANCE R. AHERN Mgmt For For MOHSEN ANVARI Mgmt For For ROBERT H. GIDEL Mgmt For For VICTOR B. MACFARLANE Mgmt For For CRAIG MACNAB Mgmt For For SCOTT D. ROULSTON Mgmt For For BARRY A. SHOLEM Mgmt For For WILLIAM B. SUMMERS, JR. Mgmt For For SCOTT A. WOLSTEIN Mgmt For For 02 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS FOR THE COMPANY S FISCAL YEAR ENDING DECEMBER 31, 2006. -------------------------------------------------------------------------------------------------------------------------- DIAGEO PLC Agenda Number: 932398402 -------------------------------------------------------------------------------------------------------------------------- Security: 25243Q205 Meeting Type: Annual Meeting Date: 18-Oct-2005 Ticker: DEO ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 REPORTS AND ACCOUNTS 2005 Mgmt For For 02 DIRECTORS REMUNERATION REPORT 2005 Mgmt For For 03 DECLARATION OF FINAL DIVIDEND Mgmt For For 04 RE-ELECTION OF LORD BLYTH OF ROWINGTON (MEMBER Mgmt For For OF NOMINATION COMMITTEE) 05 RE-ELECTION OF MS M LILJA (MEMBER OF AUDIT, Mgmt For For NOMINATION AND REMUNERATION COMMITTEE) 06 RE-ELECTION OF MR WS SHANAHAN (MEMBER OF AUDIT, Mgmt For For NOMINATION AND REMUNERATION COMMITTEE) 07 ELECTION OF DR FB HUMER (MEMBER OF AUDIT, NOMINATION Mgmt For For AND REMUNERATION COMMITTEE) 08 RE-APPOINTMENT AND REMUNERATION OF AUDITOR Mgmt For For 09 AUTHORITY TO ALLOT RELEVANT SECURITIES Mgmt For For 10 DISAPPLICATION OF PRE-EMPTION RIGHTS Mgmt For For 11 AUTHORITY TO PURCHASE OWN ORDINARY SHARES Mgmt For For 12 AUTHORITY TO MAKE EU POLITICAL DONATIONS/EXPENDITURE Mgmt For For 13 ADOPTION OF NEW ARTICLES OF ASSOCIATION Mgmt For For -------------------------------------------------------------------------------------------------------------------------- DIAGEO PLC Agenda Number: 700808023 -------------------------------------------------------------------------------------------------------------------------- Security: G42089113 Meeting Type: AGM Meeting Date: 18-Oct-2005 Ticker: ISIN: GB0002374006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive the Directors and the Auditors reports Mgmt No vote and the accounts for the YE 30 JUN 2005 2. Approve the Directors remuneration report for Mgmt No vote the YE 30 JUN 2005 3. Declare a final dividend on the ordinary shares Mgmt No vote 4. Re-elect Mr. Lord Blyth of Rowington as a Director, Mgmt No vote who retires by rotation 5. Re-elect Ms. M. Lilja as a Director, who retires Mgmt No vote by rotation 6. Re-elect Mr. W.S. Shannahan as a Director, who Mgmt No vote retires by rotation 7. Elect Dr. F.B. Humer as a Director Mgmt No vote 8. Re-appoint KPMG Audit PLC as the Auditor of Mgmt No vote the Company until the conclusion of the next general meeting at which accounts are laid before the Company and authorize the Directors to determine the Auditors remuneration 9. Approve, in substitution for all other such Mgmt No vote authorities, to renew the power conferred on the Directors by Paragraph 4.2 of Article 4 of the Company s Articles of Association for a period expiring at the conclusion of the next AGM of the Company or on 17 JAN 2007, whichever is earlier and for such period the maximum amount of relevant securities which the Directors may so allot in accordance with Paragraph 4.2 of Article 4 Section 80 prescribed amount referred to in Article 4.2 shall be GBP 291, 272, 000 S.10 Authorize the Directors, for the purpose of Mgmt No vote paragraph 4.3 of Article 4 of the Company s Article of Association, pursuant to Section 95 of the Companies Act 1985 as amended , to allot equity securities Section 94 of that Act for cash pursuant to the authority conferred by the previous resolution and/or where such allotment constitutes an allotment of equity securities by virtue of Section 94(3A) of that Act, as if Section 89(1) of that Act did not apply, provided that this power is limited to the allotment of equity securities; Authority expires at the earlier of the conclusion of the AGM of the Company or on 17 JAN 2007 ; and the Directors may so allot in accordance with Paragraph 4.4(c) of Article 4 the Section 95 prescribed amount referred to in Paragraph 4.4(c) of Article 4 shall be GBP 44,132,121 S.11 Authorize the Company to make market purchases Mgmt No vote Section 163 of the Companies Act 1985 as amended of up to 305,041,222 of its ordinary shares of 28 101/108 pence each, at a minimum price of 28 101/108 pence and the maximum price which may be paid is an amount equal to 105% of the average middle market quotations for an ordinary shares as derived from the London Stock Exchange Daily Official List, over the previous 5 business days; Authority expires at the earlier of the conclusion of the next AGM or on 17 JAN 2007 ; the Company, before the expiry, may make a contract to purchase ordinary shares which will or may be executed wholly or partly after such expiry 12. Authorized the Company for the purpose of Section Mgmt No vote 347C of the Companies Act 1985 as amended , to make donations to EU political organizations Section 347A of that Act not exceeding GBP 200,000 in total; and to incur EU political expenditure Section 347A of the Act not exceeding GBP 200,000 in total, during the period beginning with the date of passing this resolution and end of the next AGM of the Company or on 17 JAN 2007, whichever is the sooner, in any event the aggregate amount of donations made and political expenditure incurred by the Company pursuant to this resolution shall not exceed GBP 200,000 S.13 Adopt the new Articles of Association produced Mgmt No vote to the meeting and initiated by the Chairman for the purpose of identification as the Articles of Association of the Company in substitution for and to the exclusion of the Company s existing Articles of Association -------------------------------------------------------------------------------------------------------------------------- DIAMOND OFFSHORE DRILLING, INC. Agenda Number: 932471509 -------------------------------------------------------------------------------------------------------------------------- Security: 25271C102 Meeting Type: Annual Meeting Date: 23-May-2006 Ticker: DO ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR JAMES S. TISCH Mgmt Withheld Against LAWRENCE R. DICKERSON Mgmt Withheld Against ALAN R. BATKIN Mgmt For For CHARLES L. FABRIKANT Mgmt For For PAUL G. GAFFNEY, II Mgmt For For HERBERT C. HOFMANN Mgmt Withheld Against ARTHUR L. REBELL Mgmt Withheld Against RAYMOND S. TROUBH Mgmt For For 02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR 2006. -------------------------------------------------------------------------------------------------------------------------- E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF Agenda Number: 700895797 -------------------------------------------------------------------------------------------------------------------------- Security: D24909109 Meeting Type: AGM Meeting Date: 04-May-2006 Ticker: ISIN: DE0007614406 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Presentation of the adopted financial statements Non-Voting No vote for the 2005 financial year along with the Combined Review of Operations for E.ON AG and the E.ON Group and the Report of the Supervisory Board as well as the presentation of the approved Consolidated Financial Statements 2. Appropriation of the balance sheet income from Mgmt No vote the 2005 FY and the appropriation of the distributable profit of EUR 4,614,074,864 as follows: payment of a dividend of EUR 2.75 plus a bonus of EUR 4.25 per entitled share ex-dividend and payable date: 05 MAY 2006 3. Discharge of the Board of Management for the Mgmt No vote 2005 FY 4. Discharge of the Supervisory Board for the 2005 Mgmt No vote FY 5. Authorize the Board of Managing Directors to Mgmt No vote acquire shares of the Company of up to 10% of its share capital, on or before 04 NOV 2007 and the shares may be acquired through the stock exchange at a price neither more than 10% above nor more than 20% below the market price of the shares, by way of a public repurchase offer to all shareholders or by means of a public offer for the exchange of liquid shares which are admitted to trading on an organized market at a price not differing more than 20% from the market price of the shares and by using derivatives in the form of call or put options if the exercise price is neither more than 10% above nor more than 20% below the market price of the shares; authorize the Board of Managing Directors to dispose of the shares in a manner other than the stock exchange or an offer to all shareholders if the shares are sold at a price not materially below their market price, to use the shares in connection with mergers and acquisitions or for satisfying existing convertible or option rights, to offer the shares to executives and employees of the Company and its affiliates and to retire the shares 6. Consent to the agreement on Domination and Distribution Mgmt No vote of profits and losses between the Company E.ON Zwoelfte Verwaltungs GmbH, effective until at least 31 DEC 2011 7. Consent to the agreement on Domination and Distribution Mgmt No vote of profits and losses between the Company E.ON Dreizehnte Verwaltungs GmbH, effective until at least 31 DEC 2011 8. Change of the Articles of Association regarding Mgmt No vote the shareholders right to speak and ask questions due to the insertion of Section 131 Paragraph 2 sentence 2 German Stock Corporation Act AKTG through the Law on Corporate Integrity and Modernization of the Right of Avoidane UMAG 9. Elect the Auditors for the 2006 FY: PricewaterhouseCoopersMgmt No vote AG, Duesseldorf -------------------------------------------------------------------------------------------------------------------------- EDISON INTERNATIONAL Agenda Number: 932455733 -------------------------------------------------------------------------------------------------------------------------- Security: 281020107 Meeting Type: Annual Meeting Date: 27-Apr-2006 Ticker: EIX ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR J.E. BRYSON Mgmt For For F.A. CORDOVA Mgmt For For C.B. CURTIS Mgmt For For B.M. FREEMAN Mgmt For For B. KARATZ Mgmt For For L.G. NOGALES Mgmt For For R.L. OLSON Mgmt For For J.M. ROSSER Mgmt For For R.T. SCHLOSBERG, III Mgmt For For R.H. SMITH Mgmt For For T.C. SUTTON Mgmt For For 02 MANAGEMENT PROPOSAL TO AMEND ARTICLES OF INCORPORATION Mgmt For For TO ELIMINATE ARTICLE FIFTH, THE FAIR PRICE PROVISION. 03 SHAREHOLDER PROPOSAL ON SIMPLE MAJORITY VOTE Shr Against For . -------------------------------------------------------------------------------------------------------------------------- EMERSON ELECTRIC CO. Agenda Number: 932425728 -------------------------------------------------------------------------------------------------------------------------- Security: 291011104 Meeting Type: Annual Meeting Date: 07-Feb-2006 Ticker: EMR ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR A. A. BUSCH III Mgmt For For A. F. GOLDEN Mgmt For For V. R. LOUCKS, JR. Mgmt For For J. B. MENZER Mgmt For For 02 APPROVAL OF THE EMERSON ELECTRIC CO. 2006 INCENTIVE Mgmt For For SHARES PLAN. 03 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For ACCOUNTING FIRM. 04 THE STOCKHOLDER PROPOSAL ON SEVERANCE AGREEMENTS Shr Against For DESCRIBED IN THE PROXY STATEMENT. -------------------------------------------------------------------------------------------------------------------------- ENTERGY CORPORATION Agenda Number: 932467500 -------------------------------------------------------------------------------------------------------------------------- Security: 29364G103 Meeting Type: Annual Meeting Date: 12-May-2006 Ticker: ETR ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR M.S. BATEMAN Mgmt For For W.F. BLOUNT Mgmt For For S.D. DEBREE Mgmt For For G.W. EDWARDS Mgmt For For A.M. HERMAN Mgmt For For D.C. HINTZ Mgmt For For J.W. LEONARD Mgmt For For S.L. LEVENICK Mgmt For For R. V.D. LUFT Mgmt For For J.R. NICHOLS Mgmt For For W.A. PERCY, II Mgmt For For W.J. TAUZIN Mgmt For For S.V. WILKINSON Mgmt For For 02 APPROVAL TO AMEND THE CERTIFICATE OF INCORPORATION Mgmt For For TO ELIMINATE SUPERMAJORITY VOTE REQUIREMENT WITH RESPECT TO THE REMOVAL OF DIRECTORS. 03 APPROVAL OF 2007 EQUITY OWNERSHIP AND LONG TERM Mgmt For For CASH INCENTIVE PLAN. 04 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING 2006. 05 SHAREHOLDER PROPOSAL REGARDING MAJORITY ELECTION Shr For Against OF DIRECTORS. -------------------------------------------------------------------------------------------------------------------------- EXELON CORPORATION Agenda Number: 932358232 -------------------------------------------------------------------------------------------------------------------------- Security: 30161N101 Meeting Type: Annual Meeting Date: 22-Jul-2005 Ticker: EXC ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 APPROVAL OF SHARE ISSUANCE Mgmt For For 02 DIRECTOR E.A. BRENNAN Mgmt For For B. DEMARS Mgmt For For N.A. DIAZ Mgmt For For J.W. ROWE Mgmt For For R. RUBIN Mgmt For For 03 APPROVAL OF AMENDMENT TO AMENDED AND RESTATED Mgmt For For ARTICLES OF INCORPORATION 04 RATIFICATION OF INDEPENDENT ACCOUNTANTS Mgmt For For 05 APPROVAL OF 2006 LONG-TERM INCENTIVE PLAN Mgmt For For 06 APPROVAL OF EXELON EMPLOYEE STOCK PURCHASE PLAN Mgmt For For FOR UNINCORPORATED SUBSIDIARIES 07 APPROVAL TO ADJOURN OR POSTPONE ANNUAL MEETING Mgmt For For -------------------------------------------------------------------------------------------------------------------------- EXELON CORPORATION Agenda Number: 932538361 -------------------------------------------------------------------------------------------------------------------------- Security: 30161N101 Meeting Type: Annual Meeting Date: 27-Jun-2006 Ticker: EXC ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR M.W. D'ALESSIO Mgmt For For R.B. GRECO Mgmt For For J.M. PALMS Mgmt For For J.W. ROGERS Mgmt For For R.L. THOMAS Mgmt For For 02 RATIFICATION OF INDEPENDENT ACCOUNTANT Mgmt For For 03 SHAREHOLDER PROPOSAL TO REQUIRE SHAREHOLDER Shr For Against APPROVAL OF FUTURE SEVERANCE BENEFITS -------------------------------------------------------------------------------------------------------------------------- FORDING CANADIAN COAL TRUST Agenda Number: 932478034 -------------------------------------------------------------------------------------------------------------------------- Security: 345425102 Meeting Type: Special Meeting Date: 02-May-2006 Ticker: FDG ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF TRUSTEES: LLOYD I. BARBER Mgmt For For 1B ELECTION OF TRUSTEES: MICHAEL A. GRANDIN Mgmt For For 1C ELECTION OF TRUSTEES: MICHAEL S. PARRETT Mgmt For For 1D ELECTION OF TRUSTEES: HARRY G. SCHAEFER Mgmt For For 1E ELECTION OF TRUSTEES: PETER VALENTINE Mgmt For For 1F ELECTION OF TRUSTEES: ROBERT J. WRIGHT Mgmt For For 1G ELECTION OF TRUSTEES: JOHN B. ZAOZIRNY Mgmt For For 02 DIRECTOR DAWN L. FARRELL Mgmt For For MICHAEL A. GRANDIN Mgmt For For DONALD R. LINDSAY Mgmt For For RICHARD T. MAHLER Mgmt For For THOMAS J. O'NEIL Mgmt For For MICHAEL S. PARRETT Mgmt For For HARRY G. SCHAEFER Mgmt For For DAVID A. THOMPSON Mgmt For For 03 PASSING THE ORDINARY RESOLUTION APPROVING THE Mgmt For For APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, CHARTERED ACCOUNTANTS AS INDEPENDENT AUDITORS OF THE TRUST FOR THE ENSUING YEAR AND AUTHORIZING THE TRUSTEES OF THE TRUST TO FIX REMUNERATION OF THE INDEPENDENT AUDITORS. 04 THE APPROVAL OF THE ARRANGEMENT RESOLUTION Mgmt For For ATTACHED AS APPENDIX A TO THE CIRCULAR AND AS MORE FULLY DESCRIBED IN THE CIRCULAR. 05 THE APPROVAL OF THE DECLARATION AMENDMENT RESOLUTION Mgmt For For ATTACHED AS APPENDIX B TO THE CIRCULAR AND AS MORE FULLY DESCRIBED IN THE CIRCULAR. 06 THE APPROVAL OF THE RIGHTS PLAN AMENDMENT RESOLUTION Mgmt For For ATTACHED AS APPENDIX C TO THE CIRCULAR AND AS MORE FULLY DESCRIBED IN THE CIRCULAR. 07 THE APPROVAL OF THE UNIT PLAN AMENDMENT RESOLUTION Mgmt Against Against ATTACHED AS APPENDIX D TO THE CIRCULAR AND AS MORE FULLY DESCRIBED IN THE CIRCULAR. -------------------------------------------------------------------------------------------------------------------------- FREEPORT-MCMORAN COPPER & GOLD INC. Agenda Number: 932463590 -------------------------------------------------------------------------------------------------------------------------- Security: 35671D857 Meeting Type: Annual Meeting Date: 04-May-2006 Ticker: FCX ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR ROBERT J. ALLISON, JR. Mgmt For For ROBERT A. DAY Mgmt For For GERALD J. FORD Mgmt For For H. DEVON GRAHAM, JR. Mgmt For For J. BENNETT JOHNSTON Mgmt For For BOBBY LEE LACKEY Mgmt For For GABRIELLE K. MCDONALD Mgmt For For JAMES R. MOFFETT Mgmt For For B.M. RANKIN, JR. Mgmt For For J. STAPLETON ROY Mgmt For For J. TAYLOR WHARTON Mgmt For For 02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Mgmt For For LLP AS INDEPENDENT AUDITORS. 03 APPROVAL OF THE PROPOSED 2006 STOCK INCENTIVE Mgmt For For PLAN. 04 STOCKHOLDER PROPOSAL REGARDING REVIEW OF POLICIES Shr Against For RELATING TO FINANCIAL SUPPORT OF INDONESIAN GOVERNMENT SECURITY PERSONNEL. -------------------------------------------------------------------------------------------------------------------------- GENERAL ELECTRIC COMPANY Agenda Number: 932446241 -------------------------------------------------------------------------------------------------------------------------- Security: 369604103 Meeting Type: Annual Meeting Date: 26-Apr-2006 Ticker: GE ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management A DIRECTOR JAMES I. CASH, JR. Mgmt For For SIR WILLIAM M. CASTELL Mgmt For For ANN M. FUDGE Mgmt For For CLAUDIO X. GONZALEZ Mgmt Withheld Against JEFFREY R. IMMELT Mgmt For For ANDREA JUNG Mgmt For For ALAN G. LAFLEY Mgmt For For ROBERT W. LANE Mgmt For For RALPH S. LARSEN Mgmt For For ROCHELLE B. LAZARUS Mgmt For For SAM NUNN Mgmt For For ROGER S. PENSKE Mgmt For For ROBERT J. SWIERINGA Mgmt For For DOUGLAS A. WARNER III Mgmt For For ROBERT C. WRIGHT Mgmt For For B RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR Mgmt For For 01 CUMULATIVE VOTING Shr Against For 02 CURB OVER-EXTENDED DIRECTORS Shr For Against 03 ONE DIRECTOR FROM THE RANKS OF RETIREES Shr Against For 04 INDEPENDENT BOARD CHAIRMAN Shr Against For 05 DIRECTOR ELECTION MAJORITY VOTE STANDARD Shr Against For 06 REPORT ON GLOBAL WARMING SCIENCE Shr Against For -------------------------------------------------------------------------------------------------------------------------- GENUINE PARTS COMPANY Agenda Number: 932445198 -------------------------------------------------------------------------------------------------------------------------- Security: 372460105 Meeting Type: Annual Meeting Date: 17-Apr-2006 Ticker: GPC ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR DR. MARY B. BULLOCK Mgmt For For RICHARD W. COURTS, II Mgmt For For JERRY W. NIX Mgmt For For LARRY L. PRINCE Mgmt For For GARY W. ROLLINS Mgmt For For 02 AMEND THE GENUINE PARTS COMPANY RESTATED ARTICLES Mgmt For For OF INCORPORATION TO PROVIDE FOR ANNUAL ELECTION OF DIRECTORS. 03 ADOPT THE GENUINE PARTS COMPANY 2006 LONG-TERM Mgmt For For INCENTIVE PLAN. 04 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Mgmt For For LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006. -------------------------------------------------------------------------------------------------------------------------- GLAXOSMITHKLINE Agenda Number: 700909421 -------------------------------------------------------------------------------------------------------------------------- Security: G3910J112 Meeting Type: AGM Meeting Date: 17-May-2006 Ticker: ISIN: GB0009252882 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive and adopt the Directors report and Mgmt For For the financial statements for the YE 31 DEC 2005 2. Approve the remuneration report for the YE 31 Mgmt For For DEC 2005 3. Elect Dr. Moncef Slaoui as a Director of the Mgmt For For Company 4. Elect Mr. Tom de Swaan as a Director of the Mgmt For For Company 5. Re-elect Mr. Larry Culp as a Director of the Mgmt For For Company 6. Re-elect Sir. Crispin Davis as a Director of Mgmt For For the Company 7. Re-elect Dr. Ronaldo Schmitz as a Director of Mgmt For For the Company 8. Authorize the Audit Committee to re-appoint Mgmt For For PricewaterhousCoopers LLP as the Auditors to the Company until the end of the next meeting at which accounts are laid before the Company 9. Authorize the Audit Committee to determine the Mgmt For For remuneration of the Auditors 10. Authorize the Company, in accordance with 347C Mgmt For For of the Companies Act 1985 the Act , to make donations to EU political organizations and to incur EU political expenditure up to a maximum aggregate amount of GBP 50,000; Authority expires the earlier of the conclusion of the next AGM in 2007 or 16 NOV 2007 11. Authorize the Directors, in substitution for Mgmt For For all substituting authorities, to allot relevant securities Section 80 of the Act up to an aggregate nominal amount of GBP 485,201,557; Authority expires the earlier of the conclusion of the Company s AGM in 2007 or 16 NOV 2007 ; and the Directors may allot relevant securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry S.12 Authorize the Directors, for the purposes of Mgmt For For Article 12 of the Company s Articles of Association and pursuant to Section 95 of the Act, to allot equity securities Section 94 of the Act for cash pursuant to the authority conferred on Directors by Resolution 11 and /or where such allotment constitutes an allotment of equity securities by virtue of Section 94(3A)of the Act, disapplying the statutory pre-emption rights Section 89(1) , provided that this power is limited to the allotment of equity securities: a) in connection with a rights issue as defined in Article 12.5 of the Company s Articles of Association provided that an offer of equity securities pursuant to any such rights issue need not be open to any shareholder holding ordinary shares as treasury shares; and b) up to an aggregate nominal amount of GBP 72,780,233; Authority expires the earlier of the conclusion of the next AGM of the Company in 2007 or on 16 NOV 2007 ; and the Directors to allot equity securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry S.13 Authorize the Company, for the purposes of Section Mgmt For For 166 of the Act, to make market purchases Section 163 of the Act of up to 582,241,869 ordinary shares of 25p each, at a minimum price of 25p and up to 105% of the average middle market quotations for such shares derived from the London Stock Exchange Daily Official List, over the previous 5 business days; Authority expires the earlier of the conclusion of the next AGM of the Company held in 2007 or on 16 NOV 2007 ; the Company, before the expiry, may make a contract to purchase ordinary shares which will or may be executed wholly or partly after such expiry -------------------------------------------------------------------------------------------------------------------------- HSBC HOLDINGS PLC Agenda Number: 700924283 -------------------------------------------------------------------------------------------------------------------------- Security: G4634U169 Meeting Type: AGM Meeting Date: 26-May-2006 Ticker: ISIN: GB0005405286 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive the annual accounts and reports of the Mgmt For For Directors and of the Auditor for the YE 31 DEC 2005 2. Approve the Director s remuneration report for Mgmt For For the YE 31 DEC 2005 3.a Re-elect Mr. Boroness Dunn as a Director Mgmt For For 3.b Re-elect Mr. M.F. Geoghegan as a Director Mgmt For For 3.c Re-elect Mr. S.K. Green as a Director Mgmt For For 3.d Re-elect Sir. Mark Moody-Stuart as a Director Mgmt For For 3.e Re-elect Mr. S.M. Robertson as a Director Mgmt For For 3.f Re-elect Mr. H.Sohmen as a Director Mgmt For For 3.g Re-elect Sir. Brian Williamson as a Director Mgmt For For 4. Re-appoint KPMG Audit PLC, as the Auditor at Mgmt For For remuneration to be determined by the Group Audit Committee 5. Authorize the Directors, pursuant to and for Mgmt For For the purposes of Section 80 of the Companies Act 1985, to allot relevant securities Section 80 up to an aggregate nominal amount of GBP 100,000 and EUR 100,000 in each such case in the form of 100,000,000 non-cumulative preference shares and USD USD85,500 in the form of 8,550,000 non-cumulative preference shares and USD1,137,200,000 in the form of Ordinary Shares of USD 0.50 each Ordinary Shares provided that this authority shall be limited so that, otherwise than pursuant to: a) a rights issue or other issue the subject of an offer or invitation, open for acceptance for a period fixed by the Directors, to: i) Ordinary Shareholders where the relevant Securities respectively attributable to the interests of all Ordinary Shareholders are proportionate (or as nearly as may be) to the respective number of Ordinary Shares held by them; and ii) holders of securities, bonds, debentures or warrants which, in accordance with the rights attaching thereto, are entitled to participate in such a rights issue or other issue, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or securities represented by depositary receipts or having regard to any restrictions, obligations or legal problems under the laws of or the requirements of any regulatory body or stock exchange in any territory or otherwise howsoever; or b) the terms of any share plan for employees of the Company or any of its subsidiary undertakings; or c) any scrip dividend scheme or similar arrangements implemented in accordance with the Articles of Association of the Company; or d) the allotment of up to 10,000,000 non-cumulative preference shares of GBP 0.01 each, 8,550,000 non-cumulative preference shares of USD 0.01 each and 10,000,000 non-cumulative preference shares of EUR 0.01 each in the capital of the Company, the nominal amount of relevant securities to be allotted by the Directors pursuant to this authority wholly for cash shall not in aggregate, together with any allotment of other equity securities authorized by sub-paragraph b) of Resolution 6, exceed USD 284,300,000 being equal to approximately 5 % of the nominal amount of Ordinary Shares of the Company in issue ; Authority expires at the conclusion of the AGM of the Company in 2007 ; and authorize the Directors to allot relevant securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry s.6 Authorize the Directors, pursuant to section Mgmt For For 95 of the Companies Act 1985 the Act : a) subject to the passing of Resolution 5, to allot equity securities Section 94 of the Companies Act 1985 ; and b) to allot any other equity securities Section 94 of the Companies Act 1985 which are held by the Company in treasury, dis-applying the statutory pre-emption rights Section 89(1) ; Authority expires at the conclusion of the AGM of the Company in 2007 ; and authorize the Directors to allot equity securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry 7. Authorize the Company to make market purchases Mgmt For For Section 163 of the Companies Act 1985 of up to 1,137,200,000 ordinary shares of USD 0.50 each in the capital of the Company, at a minimum price of USD 0.50 and up to 105% of the average middle market quotations for such shares derived from the London Stock Exchange Daily Official List, over the previous 5 business days or 105% of the average of the closing prices of ordinary shares on The Stock Exchange of Hong Kong Limited, over the previous 5 business days; Authority expires at the conclusion of the AGM of the Company in 2007 ; the Company, before the expiry, may make a contract to purchase ordinary shares which will or may be executed wholly or partly after such expiry 8. Authorize each of the Non-Executive Director Mgmt For For other than alternate Director , pursuant to Article 104.1 of the Articles of Association of the Company with effect from 01 JAN 2006, to receive GBP 65,000 per annum by way of fees for their services as a Director and no such fee shall be payable to any executive Director -------------------------------------------------------------------------------------------------------------------------- IMPERIAL TOBACCO GROUP PLC Agenda Number: 700855159 -------------------------------------------------------------------------------------------------------------------------- Security: G4721W102 Meeting Type: AGM Meeting Date: 31-Jan-2006 Ticker: ISIN: GB0004544929 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive the account for the FYE 30 SEP 2005, Mgmt No vote together with the Directors and the Auditor s report thereon 2. Receive and approve the Directors remuneration Mgmt No vote report for the FYE 30 SEP 2005, together with the Directors and the Auditor s report thereon 3. Declare a final dividend for the FYE 30 SEP Mgmt No vote 2005 of 39.5 pence per ordinary share of 10 pence each payable on 17 FEB 2006 to those shareholders on the register at the close of business on 20 JAN 2006 4. Re-elect Mr. A.G.L. Alexander as a Director Mgmt No vote of the Company 5. Re-elect Mr. D.C. Bonham as a Director of the Mgmt No vote Company 6. Elect Mr. C.R. Day as a Director of the Company Mgmt No vote 7. Re-elect Dr. P.H. Jungles as a Director of the Mgmt No vote Company 8. Elect Mr. G.L. Blashill as a Director of the Mgmt No vote Company 9. Re-appoint PricewaterhouseCoopers LLP as the Mgmt No vote Auditors of the Company until the conclusion of the next general meeting at which accounts are laid before the Company 10. Authorize the Directors to set the remuneration Mgmt No vote of the Auditors 11. Authorize the Company, in accordance with Section Mgmt No vote 347C of the Companies Act 1985 the Act , as defined in Section 347A of the Act, to make donations to EU political organizations, not exceeding GBP 25,000 in total; and to incur EU political expenditure not exceeding GBP 25,000 in total; Authority expires the earlier of the conclusion of the AGM of the Company held in 2007 or 30 APR 2007 12. Authorize the Company, in accordance with Section Mgmt No vote 347D of the Act Imperial Tobacco Limited, as defined in Section 347A of the Act, to make donations to EU political organizations, not exceeding GBP 25,000 in total; and to incur EU political expenditure not exceeding GBP 25,000 in total; Authority expires the earlier of the conclusion of the AGM of the Company held in 2007 or 30 APR 2007 13. Authorize the Company, in accordance with Section Mgmt No vote 347D of the Act Imperial Tobacco International Limited, as defined in Section 347A of the Act, to make donations to EU political organizations, not exceeding GBP 25,000 in total; and to incur EU political expenditure not exceeding GBP 25,000 in total; Authority expires the earlier of the conclusion of the AGM of the Company held in 2007 or 30 APR 2007 14. Authorize the Company, in accordance with Section Mgmt No vote 347D of the Act Van Nelle Tabak Nederland B.V, as defined in Section 347A of the Act, to make donations to EU political organizations, not exceeding GBP 25,000 in total; and to incur EU political expenditure not exceeding GBP 25,000 in total; Authority expires the earlier of the conclusion of the AGM of the Company held in 2007 or 30 APR 2007 15. Authorize the Company, in accordance with Section Mgmt No vote 347D of the Act John Player & Sons, as defined in Section 347A, to make donations to EU political organizations, not exceeding GBP 25,000 in total; and to incur EU political expenditure not exceeding GBP 25,000 in total; Authority expires the earlier of the conclusion of the AGM of the Company held in 2007 or 30 APR 2007 16. Authorize the Company, in accordance with Section Mgmt No vote 347D of the Act Reemtsma Cigarettenfabriken Gmbh, as defined in Section 347A of the Act, to make donations to EU political organizations, not exceeding GBP 25,000 in total; and to incur EU political expenditure not exceeding GBP 25,000 in total; Authority expires the earlier of the conclusion of the AGM of the Company held in 2007 or 30 APR 2007 17. Authorize the Company, in accordance with Section Mgmt No vote 347D of the Act Ets L. Lacroix Fils NV/SA, as defined in Section 347A of the Act, to make donations to EU political organizations, not exceeding GBP 25,000 in total; and to incur EU political expenditure not exceeding GBP 25,000 in total; Authority expires the earlier of the conclusion of the AGM of the Company held in 2007 or 30 APR 2007 18. Adopt to amend the rules of the Imperial Tobacco Mgmt No vote Group Long Term Incentive Plan as specified 19. Authorize the Directors, for the purpose of Mgmt No vote Section 80 of the Companies Act 1985 the Act , to allot relevant securities Section 80(2) of the Act up to an aggregate nominal amount of GBP 24,300,000; Authority expires at the earlier of the conclusion of the next AGM of the Company or on 30 APR 2007 ; and the Directors may allot relevant securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry S.20 Authorize the Directors, subject to the passing Mgmt No vote of Resolution 19 specified in the notice of AGM of the Company convened for 31 JAN 2006, to allot equity securities Section 94 of the Companies Act 1985 the ACT whether for cash pursuant to the authority conferred by Resolution 19, disapplying the statutory pre-emption rights Section 89(1) , provided that this power is limited to the allotment of equity securities: a) in connection with a rights issue in favor of ordinary shareholders; b) up to an aggregate nominal amount of GBP 3,645,000; Authority expires the earlier of the conclusion of the next AGM of the Company or 30 APR 2007 ; and the Directors may allot equity securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry S.21 Authorize the Company, in accordance with Article Mgmt No vote 5 of the Company s Article of Association and the Companies Act 1985 the Act , for the purpose of Section 166 of the Act, to make market purchases Section 163(3) of the Act of up to 72,900,000 ordinary shares of 10 pence each in the capital of the Company, at a minimum price of 10 pence exclusive of expenses and up to an amount equal to 105% of the average middle market quotations for such shares derived from the London Stock Exchange Daily Official List, over the previous 5 business days; Authority expires the earlier of the conclusion of the AGM of the Company held in 2007 or 30 APR 2007 ; the Company, before the expiry, may make a contract to purchase ordinary shares which will or may be executed wholly or partly after such expiry -------------------------------------------------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Agenda Number: 932470228 -------------------------------------------------------------------------------------------------------------------------- Security: 46625H100 Meeting Type: Annual Meeting Date: 16-May-2006 Ticker: JPM ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR JOHN H. BIGGS Mgmt For For STEPHEN B. BURKE Mgmt For For JAMES S. CROWN Mgmt For For JAMES DIMON Mgmt For For ELLEN V. FUTTER Mgmt For For WILLIAM H. GRAY, III Mgmt For For WILLIAM B. HARRISON, JR Mgmt For For LABAN P. JACKSON, JR. Mgmt For For JOHN W. KESSLER Mgmt For For ROBERT I. LIPP Mgmt For For RICHARD A. MANOOGIAN Mgmt For For DAVID C. NOVAK Mgmt For For LEE R. RAYMOND Mgmt For For WILLIAM C. WELDON Mgmt For For 02 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC Mgmt For For ACCOUNTING FIRM 03 STOCK OPTIONS Shr Against For 04 PERFORMANCE-BASED RESTRICTED STOCK Shr For Against 05 SEPARATE CHAIRMAN Shr For Against 06 SEXUAL ORIENTATION Shr Against For 07 SPECIAL SHAREHOLDER MEETINGS Shr For Against 08 LOBBYING PRIORITIES REPORT Shr Against For 09 POLITICAL CONTRIBUTIONS REPORT Shr Against For 10 POISON PILL Shr Against For 11 CUMULATIVE VOTING Shr For Against 12 BONUS RECOUPMENT Shr Against For 13 OVERCOMMITTED DIRECTORS Shr Against For -------------------------------------------------------------------------------------------------------------------------- KERR-MCGEE CORPORATION Agenda Number: 932464910 -------------------------------------------------------------------------------------------------------------------------- Security: 492386107 Meeting Type: Annual Meeting Date: 09-May-2006 Ticker: KMG ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR SYLVIA A. EARLE Mgmt For For MARTIN C. JISCHKE Mgmt For For LEROY C. RICHIE Mgmt For For 02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Mgmt For For LLP AS INDEPENDENT AUDITORS FOR 2006. 03 STOCKHOLDER PROPOSAL REQUESTING ESTABLISHMENT Shr Against For OF AN OFFICE OF THE BOARD OF DIRECTORS. -------------------------------------------------------------------------------------------------------------------------- LADBROKES PLC Agenda Number: 700976446 -------------------------------------------------------------------------------------------------------------------------- Security: G5337D107 Meeting Type: AGM Meeting Date: 26-May-2006 Ticker: ISIN: GB00B0ZSH635 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive and adopt the reports of the Directors Mgmt For For and the Auditor and the accounts of the Company for the YE 31 DEC 2005 2. Re-appoint Mr. N.M.H. Jones as a Director Mgmt For For 3. Re-appoint Sir Ian Robinson as a Director Mgmt For For 4. Appoint Mr. J.P. O Reilly as a Director Mgmt For For 5. Appoint Mr. A.S. Ross as a Director Mgmt For For 6. Appoint Mr. R.P. Thorne as a Director Mgmt For For 7. Re-appoint Ernst & Young LLP as the Auditor Mgmt For For to the Company and authorize the Directors to agree the remuneration of the Auditor 8. Approve the 2005 Directors remuneration report Mgmt For For 9. Authorize the Company, to make donations to Mgmt For For EU political organizations not exceeding GBP 10,000; and incur EU political expenditure not exceeding GBP 10,000; and authorize Ladbrokes Betting & Gaming Limited, a wholly-owned subsidiary of the Company to make donations to EU political organizations not exceeding GBP 25,000; and incur EU political expenditure not exceeding GBP 25,000; Authority expires earlier the date of the AGM of the Company held in 2007 or on 25 AUG 2007 10. Approve that the share capital of the Company Mgmt For For be increased from GBP 230,000,000 to GBP 253,000,000 by the creation of 81,176,470 additional new ordinary shares of 28 1/3p each in the capital of the Company 11. Authorize the Directors, in substitution for Mgmt For For any existing authority and for the purpose of Section 80 of the Companies Act 1985, to allot relevant securities with in the meaning of that Section up to an aggregate nominal amount of GBP 54,450,207; Authority expires earlier the date of the AGM of the Company held in 2007 or on 25 AUG 2007 ; and the Directors may allot relevant securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry S.12 Grant authority to issue the equity or equity-linked Mgmt For For securities without pre-emptive rights up to aggregate nominal amount of GBP 8,029,922 and up to aggregate nominal amount of GBP 450,207 in connection with a rights issue S.13 Grant authority to market purchase 56,682,299 Mgmt For For ordinary shares -------------------------------------------------------------------------------------------------------------------------- LAFARGE SA, PARIS Agenda Number: 700909407 -------------------------------------------------------------------------------------------------------------------------- Security: F54432111 Meeting Type: OGM Meeting Date: 24-May-2006 Ticker: ISIN: FR0000120537 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management A Verification Period exists in France. Please Non-Voting No vote see http://ics.adp.com/marketguide for complete information. Verification Period: Registered Shares: 1 to 5 days prior to the meeting date, depends on the Company s By-laws. Bearer Shares: 6 days prior to the meeting date. French Resident Shareowners must complete, sign and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: ADP will forward voting instructions to the Global Custodians that have become Registered Intermediaries, on ADP Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact ADP. Trades/Vote Instructions: Since France maintains a Verification Period, for vote instructions submitted that have a trade transacted (sell) for either the full security position or a partial amount after the vote instruction has been submitted to ADP and the Global Custodian advises ADP of the position change via the account position collection process, ADP has a process in effect which will advise the Global Custodian of the new account position available for voting. This will ensure that the local custodian is instructed to amend the vote instruction and release the shares for settlement of the sale transaction. This procedure pertains to sale transactions with a settlement date prior to Meeting Date + 1 1. Acknowledge the report of the Board of Directors, Mgmt No vote the report of the Chairman on the Internal Audit procedures set up by the Company and the Auditors general report, and approve the Company s financial statements and the balance sheet for the year 2005, showing income for the FY of EUR 708,387,424.02 2. Receive the report of the Board of Directors Mgmt No vote on the Group management, the report of the Chairman on the Internal Audit PROCEDURES set up by the Company and the Statutory Auditors report, and approve the consolidated financial statements for the said FY, showing net income group share of EUR 1,096,000,000.00 3. Approve the recommendations of the Board of Mgmt No vote Directors and resolve that the income for the FY be appropriated as follows: earnings for the FY: EUR 708,387,424.02, retained earnings for the last FY: EUR 130,553,025.17, total: EUR 838,940,449.19 to be allocated as follows: legal reserve: EUR 2,026,490.00, dividend: first dividend 5% of the share par value : EUR 34,840,045.80, additional dividend total dividend - first dividend : EUR 409,370,538.15, maximum amount of the 10% increase: EUR 2,568,780.00, total dividend: EUR 446,779,363.95, retained earnings: EUR 390,134,595.24, the shareholders will receive a net dividend of EUR 2.55 per share and a loyalty dividend of EUR 2.80 per share, and will entitle to the 40% allowance provided by the French tax code; the dividend will be paid on 08 JUN 2006 4. Receive the special report of the Auditors on Mgmt No vote agreements governed by Articles L.225-38 et seq. of the French Commercial Code, and approve the said report and the agreements referred to therein 5. Approve to renew the appointment of Mr. Bernard Mgmt No vote Kasriel as a Director for a 4-year period 6. Approve to renew the appointment of Mr. Jacques Mgmt No vote Lefevre as a Director for a 4-year period 7. Approve to renew the appointment of Deloitte Mgmt No vote and Associes as the Statutory Auditor for a 6-year period 8. Appoint Ernst and Young as the Statutory Auditor, Mgmt No vote for a 6-year period 9. Approve to renew the appointment of BEAS as Mgmt No vote the Deputy Auditor for a 6-year period 10. Authorize the Board of Directors, in substitution Mgmt No vote to the authority granted by Resolution 14 of the ordinary shareholders meeting of 25 MAY 2005, to buy Company s shares on the stock market, subject to the conditions described below: maximum purchase price: EUR 130.00, maximum number of shares to be acquired: 10% of the share capital, maximum funds invested in the share buybacks: EUR 1,000,000,000.00; Authority expires at the end of 18 months ; to take all necessary measures and accomplish all necessary formalities 11. Grant full powers to the bearer of an original, Mgmt No vote a copy or extract of the minutes of this meeting to carry out all filings, publications and other formalities prescribed by law -------------------------------------------------------------------------------------------------------------------------- LLOYDS TSB GROUP PLC Agenda Number: 700940491 -------------------------------------------------------------------------------------------------------------------------- Security: G5542W106 Meeting Type: AGM Meeting Date: 11-May-2006 Ticker: ISIN: GB0008706128 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive the financial statements and statutory Mgmt For For reports 2. Approve the Directors remuneration report Mgmt For For 3.a Elect Sir Victor Blank as a Director Mgmt For For 3.b Elect Ms. Terri A. Dial as a Director Mgmt For For 3.c Elect Mr. J. P. Du Plessis as a Director Mgmt For For 3.d Elect Lord Leitch as a Director Mgmt For For 4. Re-elect Mr. A. G. Kane as a Director Mgmt For For 5. Re-appoint PricewaterhouseCooper LLP as the Mgmt For For Auditors of the Company 6. Authorize Board to fix the remuneration of the Mgmt For For Auditors 7. Authorize the Directors to issue equity or equity-linked Mgmt For For securities with pre-emptive rights up to aggregate nominal amount of GBP 370,781,731, USD 40,000,000, EUR 40,000,000 and JPY 1,250,000,000 8. Authorize the Directors to issue equity or equity-linked Mgmt For For securities without pre-emptive rights up to aggregate nominal amount of GBP 71,023,408 9. Authorize the Company to purchase ordianary Mgmt For For shares 568,000,000 10. Approve Lloyds TSB Long Term Incentive Plan Mgmt For For 2006 11.a Authoriize to make EU political organisation Mgmt For For donations up to GBP 10,000 and Incur EU political expenditure up to GBP 10,000 11.b Authoriize Lloyds TSB Bank Plc to make EU political Mgmt For For organisation donations up to GBP 100,000 and Incur EU political expenditure up to GBP 100,000 11.c Authoriize Lloyds TSB Scotland Plc to make EU Mgmt For For political organisation donations up to GBP 40,000 and Incur EU political expenditure up to GBP 40,000 11.D Authoriize Scottish Widows Plc to make EU political Mgmt For For organisation donations up to GBP 30,000 and Incur EU political expenditure up to GBP 30,000 11.e Authoriize Cheltenham Gloucester Plc to make Mgmt For For EU political organisation donations up to GBP 10,000 and Incur EU political expenditure up to GBP 10,000 11.f Authoriize Lloyds TSB Asset Finance Division Mgmt For For Limited to make EU political organisation donations up to GBP 10,000 and Incur EU political expenditure up to GBP 10,000 12. Amend the Memorandum and Articles of Association Mgmt For For 13. Approve to increase in remuneration of Non-Executive Mgmt For For Directors to GBP 750,000 -------------------------------------------------------------------------------------------------------------------------- MARATHON OIL CORPORATION Agenda Number: 932449007 -------------------------------------------------------------------------------------------------------------------------- Security: 565849106 Meeting Type: Annual Meeting Date: 26-Apr-2006 Ticker: MRO ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR CLARENCE P. CAZALOT, JR Mgmt For For DAVID A. DABERKO Mgmt For For WILLIAM L. DAVIS Mgmt For For 02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Mgmt For For INDEPENDENT AUDITORS FOR 2006. 03 BOARD PROPOSAL TO AMEND THE RESTATED CERTIFICATE Mgmt For For OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS. 04 BOARD PROPOSAL TO AMEND THE RESTATED CERTIFICATE Mgmt For For OF INCORPORATION TO REVISE THE PURPOSE CLAUSE, ELIMINATE THE SERIES A JUNIOR PREFERRED STOCK AND MAKE OTHER TECHNICAL CHANGES. 05 STOCKHOLDER PROPOSAL TO ELECT DIRECTORS BY A Shr For Against MAJORITY VOTE. 06 STOCKHOLDER PROPOSAL FOR A SIMPLE MAJORITY VOTE Shr For Against OF STOCKHOLDERS. -------------------------------------------------------------------------------------------------------------------------- MCDONALD'S CORPORATION Agenda Number: 932476446 -------------------------------------------------------------------------------------------------------------------------- Security: 580135101 Meeting Type: Annual Meeting Date: 25-May-2006 Ticker: MCD ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR ROBERT A. ECKERT Mgmt For For ENRIQUE HERNANDEZ, JR. Mgmt For For JEANNE P. JACKSON Mgmt For For RICHARD H. LENNY Mgmt For For ANDREW J. MCKENNA Mgmt For For SHEILA A. PENROSE Mgmt For For 02 APPROVAL OF THE INDEPENDENT REGISTERED PUBLIC Mgmt For For ACCOUNTING FIRM 03 APPROVAL OF A SHAREHOLDER PROPOSAL RELATING Shr For Against TO SHAREHOLDER APPROVAL OF FUTURE SEVERANCE AGREEMENTS 04 APPROVAL OF A SHAREHOLDER PROPOSAL RELATING Shr Against For TO LABELING OF GENETICALLY ENGINEERED PRODUCTS -------------------------------------------------------------------------------------------------------------------------- MERRILL LYNCH & CO., INC. Agenda Number: 932447279 -------------------------------------------------------------------------------------------------------------------------- Security: 590188108 Meeting Type: Annual Meeting Date: 28-Apr-2006 Ticker: MER ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR ALBERTO CRIBIORE Mgmt For For AULANA L. PETERS Mgmt For For CHARLES O. ROSSOTTI Mgmt For For 02 RATIFY APPOINTMENT OF DELOITTE & TOUCHE LLP Mgmt For For AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 03 INSTITUTE CUMULATIVE VOTING Shr For Against 04 SUBMIT DIRECTOR COMPENSATION TO SHAREHOLDERS Shr Against For FOR ANNUAL APPROVAL 05 SUBMIT MANAGEMENT DEVELOPMENT AND COMPENSATION Shr For Against COMMITTEE REPORT TO SHAREHOLDERS FOR ANNUAL APPROVAL -------------------------------------------------------------------------------------------------------------------------- NATIONAL GRID TRANSCO PLC Agenda Number: 700767607 -------------------------------------------------------------------------------------------------------------------------- Security: G6375K102 Meeting Type: EGM Meeting Date: 25-Jul-2005 Ticker: ISIN: GB0031223877 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management S.1 Approve that: the conditional on the admission Mgmt For For to the Daily Official List of the UK Listing Authority and to trading on the London Stock Exchange plc s market for listed securities becoming effective Listing by 8.OOam on 01 AUG 2005 or such later time and/or date as the Directors may determine of non-cumulative preference shares of 10 pence each the B shares and ordinary shares of 11 17/43 pence each (the New Ordinary Shares ) having the rights and restrictions as specified in the Articles of Association of the Company are to be amended pursuant to resolution 5 below: a the authorized share capital of the Company to increased from GBP 500 million to GBP 815 million by the creation of 3,150 million B Shares of 10 pence each; b authorize the Directors: to capitalize a maximum sum not exceeding GBP 315 million standing to the credit of the Company s share premium account and to apply such sum in paying up in full the B Shares and pursuant to Section 80 of the Companies Act 1985 as amended the Companies Act to allot and issue such B shares credited as fully paid up, up to an aggregate nominal amount of GBP315 million to the holders of the ordinary shares in the Company the Existing Ordinary Shares on the basis of 1B share for each existing ordinary share held and recorded on the register of Members of the Company at 500pm on 29 JUL 2005 or such other time and/or date as the Directors may determine , authority expires at the earlier of the conclusion of the AGM in 2006 or 15 months ; c each existing ordinary share as shown in the register of Members of the Company at 5.OOpm on 29 JUL 2005 or such other time and/or date as the Directors may determine is subdivided into 43 shares of 10/43 pence each and forthwith upon such subdivision every 49 shares of 10/43 pence each resulting from such subdivision is consolidated into 1 new ordinary share of 11 17/43 pence, provided that no member shall be entitled, to a fraction of a share and all fractional entitlements arising out of such subdivision or consolidation shall be aggregated into new ordinary shares and the whole number of new ordinary shares so arising and any remaining shares of 10/43 pence sold and the net proceeds of sale in excess of GBP1 distributed in due proportion among those Shareholders who would otherwise be entitled to such fractional entitlements and any proceeds of sales not exceeding GBP l retained by the Company and donated to a charity of the Company s choice; d) following the capitalization issue referred to in paragraph (b) above and the subdivision and the consolidation referred to in paragraph (c) above, each authorized but unissued existing ordinary share up to such number as will result in a whole number of new ordinary shares and any balance remaining unconsolidated is subdivided into 43 shares of 10/43 pence each and forthwith upon such subdivision every 49 shares of 10/43 pence each resulting from such subdivision is consolidated into a new ordinary share; e authorize the Company, to make market purchases Section 163(3) of the Companies Act of B shares 10% of the total number of the B shares created, at a minimum price of 10 pence for each B shares free of all dealing expenses and the commissions not more than 65 pence for each B share free of all dealing expenses and the commissions Authority expires the earlier of the conclusion of the next AGM in 2006 or 15 months ; the Company, before the expiry, may make a contract to purchase ordinary shares which will or may be executed wholly or partly after such expiry; f approve and authorized for the purposes of Section 165 of the Companies Act the terms of the contract between: 1 JPMorgan Cazenove Limited JPMorgan Cazenove ; and 2 the Company under which JPMorgan Cazenove will be entitled to require the Company to purchase B shares from them a draft of which is produced to the meeting and signed for the purposes of identification by the Chairman and Authority and approval expire on 18 months 2. Authorize the Directors, in substitution for Mgmt For For any existing authority and for the purpose of Section 80 of the Companies Act, to allot relevant securities Section 80(2) of the Companies Act up to an aggregate nominal amount of GBP 103 million; Authority expires on 24 JUL 2010 ; and the Directors may allot relevant securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry S.3 Authorize the Directors, in substitution for Mgmt For For any existing authority, and pursuant to Section 95 of the Companies Act, to allot equity securities Section 94(2) of the Companies Act for cash pursuant to the general authority conferred by Resolution 2 and/or to sell equity securities held as treasury shares for cash pursuant to Section 162D of the Companies Act, disapplying the statutory pre-emption rights Section 89(1) of the Companies Act , provided that this power is limited to the allotment and/or sale of equity securities: a) in connection with a rights issue in favor of ordinary shareholders excluding any holder of the treasury share ; b) up to an aggregate nominal amount of GBP 15 millions; Authority expires on 24 JUL 2010 ; and the Directors may allot equity securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry S.4 Authorize the Company, to make market purchases Mgmt For For Section 163(3) of the Companies Act of up to 271,185,097 new ordinary shares upon Resolution 1 being passed or 309,024,879 existing ordinary shares if Resolution 1 is not passed, at a minimum price of 11 17/43 pence for each new ordinary shares upon passing of Resolution 1 or 10 pence for existing share if Resolution 1 is not passed and not more than 105% above the average market value for such shares derived from the London Stock Exchange Daily Official List, over the previous 5 business days; Authority expires the earlier of the conclusion of the next AGM in 2006 or 15 months ; the Company, before the expiry, may make a contract to purchase ordinary shares which will or may be executed wholly or partly after such expiry S.5 Amend the Articles of Association of the Company Mgmt For For as specifies and initialed for the identification by the Chairman -------------------------------------------------------------------------------------------------------------------------- NESTE OIL Agenda Number: 700877624 -------------------------------------------------------------------------------------------------------------------------- Security: X5688A109 Meeting Type: AGM Meeting Date: 22-Mar-2006 Ticker: ISIN: FI0009013296 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting No vote BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT ADP. THANK YOU MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting No vote OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE 1.1 Adopt the accounts Mgmt For For 1.2 Approve the actions on profit or loss and to Mgmt For For pay the dividend of EUR 0.80 per share 1.3 Grant discharge from liability Mgmt For For 1.4 Approve the remuneration of the Board Members Mgmt For For 1.5 Approve the remuneration of the Auditor(s) Mgmt For For 1.6 Approve the composition of the Board Mgmt For For 1.7 Elect the Auditor(s) Mgmt For For 2. Appoint the Nomination Committee proposed by Mgmt Against Against the Finish State -------------------------------------------------------------------------------------------------------------------------- PANAMSAT HOLDING CORP Agenda Number: 932405548 -------------------------------------------------------------------------------------------------------------------------- Security: 69831Y105 Meeting Type: Special Meeting Date: 26-Oct-2005 Ticker: PA ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 A PROPOSAL TO APPROVE AND ADOPT THE MERGER AGREEMENT, Mgmt For For DATED AS OF AUGUST 28, 2005, BY AND AMONG PANAMSAT HOLDING CORPORATION, INTELSAT (BERMUDA), LTD. AND PROTON ACQUISITION CORPORATION, PURSUANT TO WHICH, AMONG OTHER THINGS, PROTON ACQUISITION CORPORATION WILL MERGE WITH AND INTO PANAMSAT HOLDING CORPORATION. -------------------------------------------------------------------------------------------------------------------------- PARTNERRE LTD. Agenda Number: 932474834 -------------------------------------------------------------------------------------------------------------------------- Security: G6852T105 Meeting Type: Annual Meeting Date: 12-May-2006 Ticker: PRE ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR ROBERT M. BAYLIS Mgmt For For JAN H. HOLSBOER Mgmt For For KEVIN M. TWOMEY Mgmt For For 02 TO RE-APPOINT DELOITTE & TOUCHE, THE INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM, AS THE COMPANY S INDEPENDENT AUDITORS FOR THE ENSUING PERIOD ENDING WITH THE 2007 ANNUAL GENERAL MEETING AND TO REFER THE DETERMINATION OF AUDITORS REMUNERATION TO THE BOARD OF DIRECTORS. 03 TO CONSIDER AND TAKE ACTION WITH RESPECT TO Mgmt Against Against SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL GENERAL MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF. -------------------------------------------------------------------------------------------------------------------------- PFIZER INC. Agenda Number: 932449526 -------------------------------------------------------------------------------------------------------------------------- Security: 717081103 Meeting Type: Annual Meeting Date: 27-Apr-2006 Ticker: PFE ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR MICHAEL S. BROWN Mgmt For For M. ANTHONY BURNS Mgmt For For ROBERT N. BURT Mgmt For For W. DON CORNWELL Mgmt For For WILLIAM H. GRAY III Mgmt For For CONSTANCE J. HORNER Mgmt For For WILLIAM R. HOWELL Mgmt For For STANLEY O. IKENBERRY Mgmt For For GEORGE A. LORCH Mgmt Withheld Against HENRY A. MCKINNELL Mgmt For For DANA G. MEAD Mgmt Withheld Against RUTH J. SIMMONS Mgmt For For WILLIAM C. STEERE, JR. Mgmt For For 02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt For For AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006. 03 MANAGEMENT PROPOSAL TO AMEND COMPANY S RESTATED Mgmt For For CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTE REQUIREMENTS AND FAIR PRICE PROVISION. 04 SHAREHOLDER PROPOSAL RELATING TO TERM LIMITS Shr Against For FOR DIRECTORS. 05 SHAREHOLDER PROPOSAL REQUESTING REPORTING ON Shr Against For PHARMACEUTICAL PRICE RESTRAINT. 06 SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE Shr For Against VOTING. 07 SHAREHOLDER PROPOSAL REQUESTING SEPARATION OF Shr For Against ROLES OF CHAIRMAN AND CEO. 08 SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For POLITICAL CONTRIBUTIONS. 09 SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For THE FEASIBILITY OF AMENDING PFIZER S CORPORATE POLICY ON LABORATORY ANIMAL CARE AND USE. 10 SHAREHOLDER PROPOSAL REQUESTING JUSTIFICATION Shr Against For FOR FINANCIAL CONTRIBUTIONS WHICH ADVANCE ANIMAL-BASED TESTING METHODOLOGIES. -------------------------------------------------------------------------------------------------------------------------- PRUDENTIAL FINANCIAL, INC. Agenda Number: 932465708 -------------------------------------------------------------------------------------------------------------------------- Security: 744320102 Meeting Type: Annual Meeting Date: 09-May-2006 Ticker: PRU ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR FREDERIC K. BECKER Mgmt For For GORDON M. BETHUNE Mgmt For For JAMES G. CULLEN Mgmt For For WILLIAM H. GRAY III Mgmt For For JON F. HANSON Mgmt For For CONSTANCE J. HORNER Mgmt For For JAMES A. UNRUH Mgmt For For 02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS INDEPENDENT AUDITOR FOR THE YEAR ENDING DECEMBER 31, 2006. 03 A SHAREHOLDER PROPOSAL REGARDING SEVERANCE PAYMENTS. Shr For Against -------------------------------------------------------------------------------------------------------------------------- REED ELSEVIER NV Agenda Number: 700899149 -------------------------------------------------------------------------------------------------------------------------- Security: N73430105 Meeting Type: AGM Meeting Date: 19-Apr-2006 Ticker: ISIN: NL0000349488 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting No vote AT THIS GENERAL MEETING ARE RELAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 12 APR 2006. SHARES CAN BE TRADED THEREAFTER. THANK YOU 1. Opening Non-Voting No vote 2. Report of the Management for the FY 2005 Non-Voting No vote 3. Approve the 2005 annual financial statement Mgmt No vote 4. Approve the waiver of claims against the Members Mgmt No vote of the Management Board and the Supervisory Board 5. Approve the dividend Mgmt No vote 6. Appoint Deloitte Accountants as the External Mgmt No vote Auditors for 2006 7. Approve the changes to the Long Term Incentive Mgmt No vote Share Option Scheme 2003 8. Approve the changes in the Supervisory Board Mgmt No vote 9. Approve the changes in the Management Board Mgmt No vote 10. Authorize the Management Board to acquire own Mgmt No vote shares 11. Authorize the Combined Board to issue shares, Mgmt No vote grant share options and restrict pre-emptive rights 12. Question Non-Voting No vote 13. Closing Non-Voting No vote -------------------------------------------------------------------------------------------------------------------------- REED ELSEVIER NV Agenda Number: 700907833 -------------------------------------------------------------------------------------------------------------------------- Security: N73430105 Meeting Type: AGM Meeting Date: 19-Apr-2006 Ticker: ISIN: NL0000349488 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote ID 295028 DUE TO ADDITION OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting No vote AT THIS GENERAL MEETING ARE RELAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 12 APR 2006. SHARES CAN BE TRADED THEREAFTER. THANK YOU 1. Opening Non-Voting No vote 2. Receive the report of the Management for the Non-Voting No vote FY 2005 3. Approve the financial statements and the statutory Mgmt No vote reports 4.A Grant discharge to the Management Board Mgmt No vote 4.B Grant discharge to the Supervisory Board Mgmt No vote 5. Approve the dividends of EUR 0.359 per share Mgmt No vote 6. Appoint Deloitte Accountants BV as the External Mgmt No vote Auditors for 2006 7. Approve the changes to the Long Term Incentive Mgmt No vote Stock Option Scheme 2003 8.A Appoint Mrs. L. Hook to the Supervisory Board Mgmt No vote 8.B Re-appoint Mrs. G. de Boer-Kruyt to the Supervisory Mgmt No vote Board 8.C Re-appoint Mr. M. Elliott to the Supervisory Mgmt No vote Board 8.D Re-appoint Mr. C. Van Lede to the Supervisory Mgmt No vote Board 8.E Re-appoint Mr. D. Reid to the Supervisory Board Mgmt No vote 9.A Re-elect Mr. Gerard van de Aast to the Management Mgmt No vote Board 9.B Re-elect Mr. Patrick Tierney to the Management Mgmt No vote Board 10. Authorize the Management Board to repurchase Mgmt No vote of up to 10% of issued share capital 11.A Authorize the Board to issue shares up to 10% Mgmt No vote of the issued and outstanding share capital 11.B Authorize the Board to exclude pre-emptive rights Mgmt No vote from issuance under Resolution 11.A Other business Non-Voting No vote Closing Non-Voting No vote -------------------------------------------------------------------------------------------------------------------------- RWE AG, ESSEN Agenda Number: 700885417 -------------------------------------------------------------------------------------------------------------------------- Security: D6629K109 Meeting Type: AGM Meeting Date: 13-Apr-2006 Ticker: ISIN: DE0007037129 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive the financial statements of RWE AktiengesellschaftNon-Voting No vote and the Group for the FYE DEC 31 2005 with the combined Review of Operations of RWE Aktiengesellschaft and the Group, the proposal for the appropriation of distributable profit, and the Supervisory Board Report for fiscal 2005 2. Approve the appropriation of the distributable Mgmt No vote profit of EUR 984,279,827.47 as follows: payment of a dividend of EUR 1.75 per entitled share EUR 71,077.47 shall be carried forward ex-dividend and payable date: 18 APR 2006 3. Ratify the Acts of the Executive Board for fiscal Mgmt No vote 2005 4. Ratify the Acts of the Supervisory Board for Mgmt No vote fiscal 2005 5. Appoint PricewaterhouseCoopers AG, Essen as Mgmt No vote the Auditors for the FY 2006 6.1 Elect Dr. Paul Achleitner to the Supervisory Mgmt No vote Board 6.2 Elect Mr Carl-Ludwig von Boehm-Bezing to the Mgmt No vote Supervisory Board 6.3 Elect Dr. Thomas R. Fischer to the Supervisory Mgmt No vote Board 6.4 Elect Mr Heinz-Eberhard Holl to the Supervisory Mgmt No vote Board 6.5 Elect Dr. Gerhard Langemeyer to the Supervisory Mgmt No vote Board 6.6 Elect Ms Dagmar Muehlenfeld to the Supervisory Mgmt No vote Board 6.7 Elect Dr. Wolfgang Reiniger to the Supervisory Mgmt No vote Board 6.8 Elect Dr. Manfred Schneider to the Supervisory Mgmt No vote Board 6.9 Elect Prof. Dr. Ekkehard D. Schulz to the Supervisory Mgmt No vote Board 6.10 Elect Prof. Karel Van Miert to the Supervisory Mgmt No vote Board 7. Authorize the Company to acquire own shares Mgmt No vote of up to 10% of its share capital, at a price differing neither more than 10% from the market price of the shares if they are acquired through the stock exchange, nor more than 20% if they are acquired by way of a repurchase offer, on or before 12 OCT 2007; authorize the Board of Managing Directors to retire the shares, to float the shares on Foreign Stock Exchanges and to use the shares in connection with mergers and acquisitions if the shares are sold at a price not more than 5% below their market price -------------------------------------------------------------------------------------------------------------------------- SANOFI-AVENTIS Agenda Number: 932529413 -------------------------------------------------------------------------------------------------------------------------- Security: 80105N105 Meeting Type: Annual Meeting Date: 31-May-2006 Ticker: SNY ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1 APPROVAL OF THE INDIVIDUAL COMPANY FINANCIAL Mgmt No vote STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2005 O2 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS Mgmt No vote FOR THE YEAR ENDED DECEMBER 31, 2005 O3 APPROPRIATION OF PROFITS; DECLARATION OF DIVIDEND Mgmt No vote O4 APPROVAL OF TRANSACTIONS COVERED BY THE STATUTORY Mgmt No vote AUDITORS SPECIAL REPORT PREPARED IN ACCORDANCE WITH ARTICLE L.225-40 OF THE COMMERCIAL CODE O5 REAPPOINTMENT OF A DIRECTOR Mgmt No vote O6 APPOINTMENT OF A DIRECTOR Mgmt No vote O7 REAPPOINTMENT OF A STATUTORY AUDITOR Mgmt No vote O8 APPOINTMENT OF A DEPUTY STATUTORY AUDITOR Mgmt No vote O9 DIRECTORS ATTENDANCE FEES Mgmt No vote O10 AUTHORIZATION TO THE BOARD OF DIRECTORS TO CARRY Mgmt No vote OUT TRANSACTIONS IN SHARES ISSUED BY THE COMPANY E11 REVIEW AND APPROVAL OF THE MERGER OF RHONE COOPER Mgmt No vote INTO SANOFI-AVENTIS - APPROVAL OF THE CONSIDERATION FOR THE MERGER AND OF THE RESULTING CAPITAL INCREASE E12 APPROPRIATION OF MERGER PREMIUM Mgmt No vote E13 FORMAL RECORDING OF FINAL COMPLETION OF THE Mgmt No vote MERGER ON MAY 31, 2006 AND OF THE RESULTING CAPITAL INCREASE E14 AMENDMENT TO ARTICLE 6 OF THE BYLAWS AFTER THE Mgmt No vote CAPITAL INCREASE E15 AMENDMENT TO ARTICLES 12 AND 16 OF THE BYLAWS Mgmt No vote E16 POWERS Mgmt No vote -------------------------------------------------------------------------------------------------------------------------- SCOTTISH AND SOUTHERN ENERGY PLC Agenda Number: 700746552 -------------------------------------------------------------------------------------------------------------------------- Security: G7885V109 Meeting Type: AGM Meeting Date: 28-Jul-2005 Ticker: ISIN: GB0007908733 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive the accounts and the reports of the Mgmt For For Directors and the Auditor for the FYE 31 MAR 2005 2. Approve the remuneration report for the FYE Mgmt For For 31 MAR 2005 3. Declare a final dividend for the YE 31 MAR 2005 Mgmt For For of 30.3 pence per ordinary share 4. Re-elect Mr. Colin Hood as a Director of the Mgmt For For Company 5. Re-elect Mr. Rene Medori as a Director of the Mgmt For For Company 6. Re-elect Sir Robert Smith as a Director of the Mgmt For For Company 7. Appoint KPMG Audit PLC as the Auditors of the Mgmt For For Company to hold office from the conclusion of this meeting to the conclusion of the next general meeting at which the accounts are laid before the Company 8. Authorize the Directors to determine the Auditors Mgmt For For remuneration 9. Authorize the Directors, for the purpose of Mgmt For For Section 80 of the Companies Act 1985, to allot relevant securities Section 80(2) up to an aggregate nominal amount of GBP 143,137,431; Authority expires at the conclusion of the next AGM of the Company ; and the Directors may allot relevant securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry S.10 Authorize the Directors, subject to the passing Mgmt For For of Resolution 9 and pursuant to Section 95 of the Companies Act 1985, to allot equity securities Section 94 for cash pursuant to the authority conferred by Resolution 9, disapplying the statutory pre-emption rights Section 89(1) , provided that this power is limited to the allotment of equity securities: a) in connection with a rights issue in favor of ordinary shareholders; and b) up to an aggregate nominal amount of GBP 21,470,614; Authority expires at the conclusion of the next AGM of the Company ; and, authorize the Directors to allot equity securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry S.11 Authorize the Company, pursuant to the Article Mgmt For For 12 of the Articles of Association and for the purpose of Section 166 of the Companies Act 1985, to make one or more market purchases Section 163 of up to 85,880,075 ordinary shares, representing 10% of the Company s issued ordinary share capital, of 50p each in the capital of the Company, at a minimum price equal to the nominal value and not more than 5% above the average middle market quotations for such shares derived from the London Stock Exchange Daily Official List, over the previous 5 business days; Authority expires the earlier of the conclusion of the next AGM of the Company or 15 months from the date of passing of this resolution ; the Company, before the expiry, may make a contract to purchase ordinary shares which will or may be executed wholly or partly after such expiry -------------------------------------------------------------------------------------------------------------------------- SCOTTISH POWER PLC Agenda Number: 700766148 -------------------------------------------------------------------------------------------------------------------------- Security: G79314129 Meeting Type: AGM Meeting Date: 22-Jul-2005 Ticker: ISIN: GB0006900707 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive the annual report accounts for the YE Mgmt For Split 31 MAR 2005 2. Approve the remuneration report Mgmt For Split 3. Re-elect Mr. Charles Berry as a Director Mgmt For Split 4. Re-elect Mr. Donald Brydon as a Director Mgmt For Split 5. Re-elect Mr. Nolan Karras as a Director Mgmt For Split 6. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For Split Auditors of the Company and authorize the Directors to fix their remuneration 7. Authorize the Company to make EU political donations Mgmt For Split up to GBP 80,000 and to incur EU political expenditure up to GBP 20,000 8. Grant authority to issue equity or equity-linked Mgmt For Split securities with pre-emptive rights up to aggregate nominal amount of GBP 310,961,355 S.9 Grant authority to issue equity or equity-linked Mgmt For Split securities without pre-emptive rights up to aggregate nominal amount of GBP 46,644,203 S.10 Grant authority to make market purchases of Mgmt For Split 186,576,813 ordinary shares S.11 Adopt new Articles of Association Mgmt For Split -------------------------------------------------------------------------------------------------------------------------- SCOTTISH POWER PLC Agenda Number: 700775678 -------------------------------------------------------------------------------------------------------------------------- Security: G79314129 Meeting Type: EGM Meeting Date: 22-Jul-2005 Ticker: ISIN: GB0006900707 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approve the sale by the Company of PacificCorp, Mgmt No vote the terms and conditions of which are set out in the stock purchase agreement dated 23 MAY 2005 betweem the Company, PacificCorp Holdings, Inc. and MidAmerican Energy Holdings Company and authorize the Directors of the Company to conclude and implement the sale in accordance with such terms and conditions and to agree such amendments and variations to and waivers of such terms and conditions as are necessary -------------------------------------------------------------------------------------------------------------------------- SCOTTISH POWER PLC Agenda Number: 700928700 -------------------------------------------------------------------------------------------------------------------------- Security: G79314129 Meeting Type: EGM Meeting Date: 04-May-2006 Ticker: ISIN: GB0006900707 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management S.1 Approve conditional on the admission of the Mgmt For For new ordinary shares and the B shares to the Official list of the Financial Services Authority and to trading on the London stock Exchange Plc s main market for listed securities becoming effective the capital reorganization, the return of cash, the amendments to the Company s Articles of Association and the amendments to the existing authorities to allot new shares, disapply pre-emption rights and to make market purchases of ordinary shares each; as specified -------------------------------------------------------------------------------------------------------------------------- SEVERN TRENT PLC Agenda Number: 700770084 -------------------------------------------------------------------------------------------------------------------------- Security: G8056D142 Meeting Type: AGM Meeting Date: 26-Jul-2005 Ticker: ISIN: GB0000546324 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive the financial statements and the Statutory Mgmt For For reports 2. Approve the remuneration reports Mgmt For For 3. Approve the final dividend of 30.30 pence per Mgmt For For ordinary share 4. Re-elect Mr. Martin Bettington as a Director Mgmt For For 5. Elect Mr. Rachel Brydon Jannetta as a Director Mgmt For For 6. Re-elect Mr. Marisa Cassoni as a Director Mgmt For For 7. Elect Sir John Egan as a Director Mgmt For For 8. Re-elect Mr. Martin Flower as a Director Mgmt For For 9. Elect Mr. Mark Wilson as a Director Mgmt For For 10. Elect Mr. Tony Wray as a Director Mgmt For For 11. Appoint Deloitte & Touche LLP as the Auditors Mgmt For For and authorize the Board to determine their remuneration 12. Approve the Seven Trent Long-Term Incentive Mgmt For For Plan 2005 13. Grant authority to issue Equity or Equity-Linked Mgmt For For Securities with pre-emptive rights up to aggregate nominal amount of GBP 74,839,664 S.14 Grant authority to issue Equity or Equity-Linked Mgmt For For Securities without pre-emptive rights up to aggregate nominal amount of GBP 11,339,342 S.15 Grant Authority to make market purchase of 34,749,599 Mgmt For For ordinary shares 16. Authorize the Company to make EU Political Organization Mgmt For For Donations and to Incur EU Political expenditure up to GBP 50,000 17. Authorize the Seven Trent Water LTD to make Mgmt For For EU Political Organization Donations and to Incur EU Political expenditure up to GBP 50,000 18. Authorize the Biffa Water Services LTD to make Mgmt For For EU Political Organization Donations and to Incur EU Political expenditure up to GBP 25,000 19. Authorize the Biffa Treatment NV to make EU Mgmt For For Political Organization Donations and to Incur EU Political expenditure up to GBP 25,000 -------------------------------------------------------------------------------------------------------------------------- SIMON PROPERTY GROUP, INC. Agenda Number: 932469605 -------------------------------------------------------------------------------------------------------------------------- Security: 828806109 Meeting Type: Annual Meeting Date: 11-May-2006 Ticker: SPG ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR BIRCH BAYH Mgmt Withheld Against MELVYN E. BERGSTEIN Mgmt For For LINDA WALKER BYNOE Mgmt For For KAREN N. HORN Mgmt For For REUBEN S. LEIBOWITZ Mgmt For For J. ALBERT SMITH, JR. Mgmt For For PIETER S. VAN DEN BERG Mgmt For For 02 APPROVAL OF PROPOSED AMENDMENT TO STOCK INCENTIVE Mgmt For For PLAN. 03 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006. 04 TO CONSIDER AND VOTE ON A STOCKHOLDER PROPOSAL Shr For Against -------------------------------------------------------------------------------------------------------------------------- SL GREEN REALTY CORP. Agenda Number: 932494901 -------------------------------------------------------------------------------------------------------------------------- Security: 78440X101 Meeting Type: Annual Meeting Date: 17-May-2006 Ticker: SLG ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR JOHN H. ALSCHULER, JR. Mgmt For For STEPHEN L. GREEN Mgmt For For 02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Mgmt For For AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006. -------------------------------------------------------------------------------------------------------------------------- SOCIETE GENERALE, PARIS Agenda Number: 700922188 -------------------------------------------------------------------------------------------------------------------------- Security: F43638141 Meeting Type: MIX Meeting Date: 30-May-2006 Ticker: ISIN: FR0000130809 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management A Verification Period exists in France. Please Non-Voting No vote see http://ics.adp.com/marketguide for complete information. Verification Period: Registered Shares: 1 to 5 days prior to the meeting date, depends on company s by-laws. Bearer Shares: 6 days prior to the meeting date. French Resident Shareowners must complete, sign and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: ADP will forward voting instructions to the Global Custodians that have become Registered Intermediaries, on ADP Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact ADP. Trades/Vote Instructions: Since France maintains a Verification Period, for vote instructions submitted that have a trade transacted (sell) for either the full security position or a partial amount after the vote instruction has been submitted to ADP and the Global Custodian advises ADP of the position change via the account position collection process, ADP has a process in effect which will advise the Global Custodian of the new account position available for voting. This will ensure that the local custodian is instructed to amend the vote instruction and release the shares for settlement of the sale transaction. This procedure pertains to sale transactions with a settlement date prior to Meeting Date + 1 O.1 Receive the Board of Directors and the Auditors Mgmt No vote report, and approve the Company s financial statements and the balance sheet for the FYE 31 DEC 2005 and the earnings of EUR 3,069,086,820.68; O.2 Approve the appropriation of profits as follows: Mgmt No vote net profit for the FY: EUR 3,069,086,820.68; retained earnings: EUR 4,439,665,572.43; distributable total: EUR 7,508,752,393.11; retained earnings account: EUR 1,114,790,006.18; dividend: EUR 1,954,296,814.50; the reserve which amounted EUR 10,111,265,559.65 after allocation of the 2004 income of EUR 9,238,209,010.49 retained earnings amounted to EUR 4,439,665,572.43 after allocation of the 2004 income EUR 5,554,455,578.61 and, the shareholders will receive a net dividend of EUR 1.25, with a French Tax Code of EUR 4.50 at the 40% allowance; this dividend will be paid on 06 JUN 2006 O.3 Receive the reports of the Board of Directors Mgmt No vote and Statutory Auditors and approve the consolidated financial statements for the said financial statements and FY O.4 Approve the Special Auditors report, in accordance Mgmt No vote with the provisions of Article L.225-22-1, L.225-38 and L.225-42-1 and followings of the French Commercial Code O.5 Approve to renew the term of office to Mr. Robert Mgmt No vote A. Day as a Director for 4 years O.6 Approve to renew the term of office to Mr. Elie Mgmt No vote Cohen as a Director for 4 years O.7 Appoint Mr. Gianmilio Osculati as a Director Mgmt No vote for a 4 years O.8 Appoint Mr. Luc Vandevelde as a Director for Mgmt No vote a 2-year period O.9 Approve to allocate EUR 750,000.00 to the Board Mgmt No vote of Directors as annual fees O.10 Approve to renew the appointment of Deloitte Mgmt No vote and Associes Statutory Auditor for the FY s 2006 to 2011 O.11 Approve to renew the appointment of Ernst and Mgmt No vote Young as Statutory Auditor for the FY s 2006 to 2011 O.12 Approve to renew the appointment of Mr. Alian Mgmt No vote Pons as Deputy Auditor to the Company Deloitte Associes for the FY s 2006 to 2011 O.13 Approve to renew the appointment of Mr. Gabriel Mgmt No vote Galet as Deputy Auditor of the Company Ernst & Young for the FY s 2006 to 2011 O.14 Authorize the Board, in substitution for the Mgmt No vote authority of the general meeting on 09 MAY 2005, to trade the Company s shares on the stock exchange in view of adjusting their price as per the following conditions: maximum purchase price: EUR 165.00; minimum selling price: EUR 70.00; and, maximum number of shares 43,428,818 to be traded 10% of the share capital ; maximum funds invested in the share buybacks: EUR 7,165,754,970.00; Authority expires at the end of 18 months ; and authorize the Board of Directors to take all necessary measures and accomplish all necessary formalities E.15 Authorize the Board of Directors to increase Mgmt No vote the share capital, on one or more occasions, in France or abroad, up to a maximum nominal amount of EUR 220,000,000.00 by way of issuing ordinary shares other securities giving access to the capital up to maximum nominal amount of EUR 550,000,000.00 by way of capitalizing reserves, profits, premiums or other means, provided that such issue is allowed by Law and under the By-Laws to be carried out through the issue of bonus shares or the raise of the par value of the existing shares; the nominal amount of debt securities issued shall not exceed EUR 6,000,000,000.00; Authority expires at the end of 26 months ; this authorization superseded the authorization granted by Resolution 12 of the shareholders meeting of 29 APR 2006 E.16 Authorize the Board of Directors to increase Mgmt No vote the share capital, on one or more occasions, in France or abroad, up to a maximum nominal amount of EUR 110,000,000.00 by way of issuing ordinary shares other securities giving access to the capital up to maximum nominal amount of EUR 600,000,000.00; Authority expires at the end of 26 months ; approve that these issues may be achieved in consideration for securities which would be brought to Societe Generale in the framework of a public exchange offer initiated by the Company concerning the shares of another Company; this authorization superseded the authorization granted by Resolution 12 of the shareholders meeting of 29 APR 2006 E.17 Approve that the Board of Directors may decide Mgmt No vote to increase the number of securities to be issued in the event of a surplus demand in the framework of a capital increase, for each of the issues with or without preferential subscription right of shareholder, within 30 days of the closing of the subscription period and up to a maximum of 15% of general meeting proxy services initial issue, at the same price as the one of the initial issuance, Authority expires at the end of 26 months ; to take all necessary measures and accomplish all necessary formalities E.18 Authorize the Board, to increase the share capital Mgmt No vote by up to 10%, in consideration for the contribution in kind granted to the Company and comprised of capital securities given access to share capital without preferential subscription right; Authority expires at the end of 26 months ; to take all necessary measures and accomplish all necessary formalities; authorize the Board of Directors to take all necessary measures and accomplish all necessary formalities E.19 Authorize the Board, in substitution for the Mgmt No vote existing authority to the shareholder on 29 APR 2004, to increase the share capital, on one or more occasions, at its sole discretion, in favor of Members of the Company or a Group Savings Plan belonging to Societe Generale or related Companies; Authority expires at the end of 26 months ; for an amount that not exceeding EUR 16,300,000.00; and authorize the Board of Directors to take all necessary measures and accomplish all necessary formalities E.20 Authorize the Board of Directors, in substitution Mgmt No vote for authority granted by the shareholders meeting in Resolution 16 on 29 APR 2004, to grant in one or more transactions, in favor of employees and corporate officers of the Company and related Companies, options to subscribe for new shares in the Company to be issued through a share capital increase, or to purchase existing shares purchased by the Company, it being provided the options shall not give rights to a total number of shares, which shall exceed 4% of the share capital, Authority expires at the end of 26 months ; and authorize the Board of Directors to take all necessary measures and accomplish all necessary formalities E.21 Authorize the Board, in substitution for the Mgmt No vote authority granted by the shareholders meeting in Resolution 11 on 09 MAY 2005, to grant for free existing or future shares, in favor of the Executive Employees or classed as such or some of the executive categories, as well as in favor of the Corporate Officers of the Company and related Companies, within the limit of 2% of the share capital and the ceiling of 4% of the capital representing on overall ceiling for Resolutions 20 and 21, they may not represent more than 4% of the share capital, Authority expires at the end of 26 months ; and authorize the Board of Directors to take all necessary measures and accomplish all necessary formalities E.22 Authorize the Board of Directors to cancel, Mgmt No vote on one or more occasions, and at its sole discretion, all or part of the shares held by the Company in connection with a Stock Repurchase Plan, up to a maximum of 10% of the total number of shares, over a 24-month period; Authority expires at the end of 26 months in substitution for authority granted by the shareholders meeting in Resolution 17 on 29 APR 2004 E.23 Authorize all the powers to the bearer of an Mgmt No vote original, a copy or extract of the minutes of this meeting to carry out all fillings, publications and other formalities prescribed by Law -------------------------------------------------------------------------------------------------------------------------- SOUTHERN COPPER CORPORATION Agenda Number: 932490345 -------------------------------------------------------------------------------------------------------------------------- Security: 84265V105 Meeting Type: Annual Meeting Date: 11-May-2006 Ticker: PCU ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR EMILIO CARRILLO GAMBOA Mgmt Withheld Against J.F. COLLAZO GONZALEZ Mgmt Withheld Against X.G. DE QUEVEDO TOPETE Mgmt Withheld Against OSCAR GONZALEZ ROCHA Mgmt Withheld Against J.E. GONZALEZ FELIX Mgmt Withheld Against HAROLD S. HANDELSMAN Mgmt For For GERMAN L. MOTA-VELASCO Mgmt Withheld Against GENARO L. MOTA-VELASCO Mgmt Withheld Against ARMANDO ORTEGA GOMEZ Mgmt Withheld Against JUAN REBOLLEDO GOUT Mgmt Withheld Against LUIS M PALOMINO BONILLA Mgmt For For GILBERTO P. CIFUENTES Mgmt For For CARLOS RUIZ SACRISTAN Mgmt For For 2A APPROVE AMENDMENTS TO THE BY-LAWS PROPOSING Mgmt Against Against TO ELIMINATE CERTAIN EXTRANEOUS PROVISIONS RELATING TO OUR RETIRED SERIES OF CLASS A COMMON STOCK. 2B APPROVE AMENDMENTS TO THE BY-LAWS PROPOSING Mgmt For For TO INTRODUCE A NEW PROVISION FOR ADVANCE NOTICE TO SHAREHOLDERS SEEKING TO NOMINATE DIRECTORS OR TO PROPOSE OTHER BUSINESS AT ANNUAL OR SPECIAL MEETINGS OF THE COMMON STOCKHOLDERS (AS APPLICABLE). 2C APPROVE AMENDMENTS TO THE BY-LAWS PROPOSING Mgmt For For TO SUBSTITUTE GRUPO MEXICO FOR ASARCO INCORPORATED IN THE CHANGE IN CONTROL DEFINITION IN OUR BY-LAWS. 2D APPROVE AMENDMENTS TO THE BY-LAWS PROPOSING Mgmt Against Against TO ELIMINATE THE 80% SUPERMAJORITY VOTE REQUIREMENT FOR CERTAIN CORPORATE ACTIONS. 03 APPROVE AMENDMENTS TO THE AMENDED AND RESTATED Mgmt For For CERTIFICATE OF INCORPORATION. 04 RATIFY THE AUDIT COMMITTEE S SELECTION OF PRICEWATERHOUSECOOPERSMgmt For For S.C. AS INDEPENDENT ACCOUNTANTS FOR 2006. -------------------------------------------------------------------------------------------------------------------------- SPRINT CORPORATION Agenda Number: 932364502 -------------------------------------------------------------------------------------------------------------------------- Security: 852061100 Meeting Type: Annual Meeting Date: 13-Jul-2005 Ticker: S ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 AMENDMENT TO SPRINT S ARTICLES OF INCORPORATION Mgmt For For TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF SPRINT SERIES 1 COMMON STOCK. 02 AMENDMENT TO SPRINT S ARTICLES OF INCORPORATION Mgmt For For TO CREATE THE CLASS OF NON-VOTING COMMON STOCK AND CREATE THE NINTH SERIES PREFERRED STOCK AND ADD A PROVISION STATING THAT STOCKHOLDER APPROVAL IS NOT REQUIRED FOR THE ACQUISITION BY SPRINT NEXTEL OF NON-VOTING COMMON STOCK OR THE NINTH SERIES PREFERRED STOCK FROM A HOLDER OF THAT STOCK. 03 ADOPTION OF THE SPRINT NEXTEL AMENDED AND RESTATED Mgmt For For ARTICLES OF INCORPORATION. 04 ISSUANCE OF SPRINT NEXTEL SERIES 1 COMMON STOCK, Mgmt For For NON-VOTING COMMON STOCK AND THE NINTH SERIES PREFERRED STOCK IN THE MERGER. 05 POSSIBLE ADJOURNMENT OF THE SPRINT ANNUAL MEETING. Mgmt For For 06 DIRECTOR GORDON M. BETHUNE Mgmt For For DR. E. LINN DRAPER, JR. Mgmt For For JAMES H. HANCE, JR. Mgmt For For DEBORAH A. HENRETTA Mgmt For For IRVINE O. HOCKADAY, JR. Mgmt For For LINDA KOCH LORIMER Mgmt For For GERALD L. STORCH Mgmt For For WILLIAM H. SWANSON Mgmt For For 07 TO RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For AUDITORS OF SPRINT FOR 2005. 08 STOCKHOLDER PROPOSAL CONCERNING SENIOR EXECUTIVE Shr Against For RETIREMENT BENEFITS. -------------------------------------------------------------------------------------------------------------------------- SPRINT NEXTEL CORPORATION Agenda Number: 932451773 -------------------------------------------------------------------------------------------------------------------------- Security: 852061100 Meeting Type: Annual Meeting Date: 18-Apr-2006 Ticker: S ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR KEITH J. BANE Mgmt For For GORDON M. BETHUNE Mgmt For For TIMOTHY M. DONAHUE Mgmt For For FRANK M. DRENDEL Mgmt For For GARY D. FORSEE Mgmt For For JAMES H. HANCE, JR. Mgmt For For V. JANET HILL Mgmt For For IRVINE O. HOCKADAY, JR. Mgmt For For WILLIAM E. KENNARD Mgmt For For LINDA KOCH LORIMER Mgmt For For STEPHANIE M. SHERN Mgmt For For WILLIAM H. SWANSON Mgmt For For 02 TO RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM OF SPRINT NEXTEL FOR 2006. 03 SHAREHOLDER PROPOSAL CONCERNING MAJORITY VOTING. Shr For Against 04 SHAREHOLDER PROPOSAL CONCERNING CUMULATIVE VOTING. Shr For Against -------------------------------------------------------------------------------------------------------------------------- STATOIL ASA Agenda Number: 700917098 -------------------------------------------------------------------------------------------------------------------------- Security: R8412T102 Meeting Type: AGM Meeting Date: 10-May-2006 Ticker: ISIN: NO0010096985 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting No vote BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT ADP. THANK YOU. MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting No vote OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE. 1. Opening of the AGM by the Chair of the Corporate Mgmt For For Assembly 2. Elect the attending shareholders and proxies Mgmt For For 3. Elect a Chair of the meeting Mgmt For For 4. Elect a person to co-sign the minutes together Mgmt For For with the Chair of the meeting 5. Approve the notice and the agenda Mgmt For For 6. Approve the annual report and the accounts for Mgmt For For the Statoil Asa and the Statoil Group for 2005, including the Board of Directors proposal for the distribution of the dividend; a dividend of NOK 8.20 per share 7. Approve the remuneration of the Company s Auditor Mgmt For For 8. Elect 8 Members and 3 Deputy Members to the Mgmt For For corporate assembly 9. Approve to determine the remuneration for the Mgmt For For Members of the corporate assembly 10. Amend the Articles of Association, Section 11-Election Mgmt For For Committee 11. Elect the Members of the Election Committee Mgmt For For 12. Approve to determine the remuneration for the Mgmt For For Members to the Election Committee 13. Approve to reduce NOK 58.6 Million in the share Mgmt For For capital through share cancellation 14. Grant authority to acquire Statoil shares in Mgmt For For the market for subsequent annulment 15. Grant authority to acquire Statoil shares in Mgmt For For the market in order to continue implementation of the share saving plan for employees -------------------------------------------------------------------------------------------------------------------------- TD AMERITRADE HOLDING CORPORATION Agenda Number: 932438383 -------------------------------------------------------------------------------------------------------------------------- Security: 03074K100 Meeting Type: Annual Meeting Date: 09-Mar-2006 Ticker: AMTD ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR W. EDMUND CLARK* Mgmt Withheld Against MICHAEL D. FLEISHER* Mgmt For For GLENN H. HUTCHINS** Mgmt For For JOSEPH H. MOGLIA* Mgmt Withheld Against THOMAS S. RICKETTS* Mgmt Withheld Against 02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 29, 2006. 03 AMENDMENT AND RESTATEMENT OF THE COMPANY S 1996 Mgmt For For LONG-TERM INCENTIVE PLAN. 04 TO VOTE, IN ITS DISCRETION, UPON ANY OTHER BUSINESS Mgmt Against Against THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF. MANAGEMENT IS NOT AWARE OF ANY OTHER MATTERS THAT SHOULD COME BEFORE THE ANNUAL MEETING. -------------------------------------------------------------------------------------------------------------------------- TELECOM CORP NEW ZEALAND LTD Agenda Number: 700785679 -------------------------------------------------------------------------------------------------------------------------- Security: Q89499109 Meeting Type: AGM Meeting Date: 06-Oct-2005 Ticker: ISIN: NZTELE0001S4 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Authorize the Directors to fix the Auditors Mgmt No vote remuneration 2. Re-elect Mr. Rod Mcgeoch as a Director of Telecom Mgmt No vote 3. Re-elect Mr. Michael Tyler as a Director of Mgmt No vote Telecom 4. Re-elect Mr. Wayne Boyd as a Director of Telecom Mgmt No vote 5. Re-elect Mr. Rob Mcleod as a Director of Telecom Mgmt No vote 6. Amend the Telecom s Constitution, effective Mgmt No vote immediately as specified -------------------------------------------------------------------------------------------------------------------------- TELECOM CORP NEW ZEALAND LTD Agenda Number: 700801358 -------------------------------------------------------------------------------------------------------------------------- Security: Q89499109 Meeting Type: AGM Meeting Date: 06-Oct-2005 Ticker: ISIN: NZTELE0001S4 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Authorize Board to Fix The Remuneration of the Mgmt No vote Auditors 2. Elect Mr. Roderick Deane as Director Mgmt No vote 3. Elect Mr. Paul Baines as Director Mgmt No vote 4. Elect Ms. Patsy Reddy as Director Mgmt No vote PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote ID 254767 DUE TO CHANGE IN THE AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- TELSTRA CORPORATION LIMITED Agenda Number: 700804621 -------------------------------------------------------------------------------------------------------------------------- Security: Q8975N105 Meeting Type: AGM Meeting Date: 25-Oct-2005 Ticker: ISIN: AU000000TLS2 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Chairman and CEO presentations Mgmt No vote 2. Approve the Company s financial statements and Mgmt No vote reports for the YE 30 JUN 2005 3. Adopt the remuneration report for the FYE 30 Mgmt No vote JUN 2005 4. Approve the maximum aggregate remuneration payable Mgmt No vote out of the funds of the Company to Non-Executive Directors of the Company for their services as the Directors including their service on a Committee of Directors be increased to AUD 2,000,000 per annum 5.A Re-elect Ms. Catherine Livingstone as a Director, Mgmt No vote who reties by rotation in accordance with Company s Constitution 5.B Elect Mr. Mervyn Vogt as a Director Mgmt No vote 5.C Re-elect Mr. Donald Mc Gauchie as a Director, Mgmt No vote who reties by rotation in accordance with Company s Constitution PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote OF RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- THE BANK OF NOVA SCOTIA Agenda Number: 932435399 -------------------------------------------------------------------------------------------------------------------------- Security: 064149107 Meeting Type: Annual Meeting Date: 03-Mar-2006 Ticker: BNS ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management A DIRECTOR RONALD A. BRENNEMAN Mgmt For For C.J. CHEN Mgmt For For N. ASHLEIGH EVERETT Mgmt For For JOHN C. KERR Mgmt For For HON. MICHAEL J.L. KIRBY Mgmt For For LAURENT LEMAIRE Mgmt For For JOHN T. MAYBERRY Mgmt For For HON.BARBARA J.MCDOUGALL Mgmt For For ELIZABETH PARR-JOHNSTON Mgmt For For A.E. ROVZAR DE LA TORRE Mgmt For For ARTHUR R.A. SCACE Mgmt For For GERALD W. SCHWARTZ Mgmt For For ALLAN C. SHAW Mgmt For For PAUL D. SOBEY Mgmt For For BARBARA S. THOMAS Mgmt For For RICHARD E. WAUGH Mgmt For For B APPOINTMENT OF KPMG LLP AS AUDITOR Mgmt For For C SHAREHOLDER PROPOSAL NO. 1 Shr Against For D SHAREHOLDER PROPOSAL NO. 2 Shr Against For E SHAREHOLDER PROPOSAL NO. 3 Shr Against For -------------------------------------------------------------------------------------------------------------------------- THE MAY DEPARTMENT STORES COMPANY Agenda Number: 932359917 -------------------------------------------------------------------------------------------------------------------------- Security: 577778103 Meeting Type: Annual Meeting Date: 13-Jul-2005 Ticker: MAY ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Mgmt For For MERGER, DATED AS OF FEBRUARY 27, 2005, BY AND AMONG THE MAY DEPARTMENT STORES COMPANY, FEDERATED DEPARTMENT STORES, INC. AND MILAN ACQUISITION LLC, A WHOLLY OWNED SUBSIDIARY OF FEDERATED DEPARTMENT STORES, INC. AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, INCLUDING THE MERGER. 02 DIRECTOR MARSHA J. EVANS Mgmt For For DAVID B. RICKARD Mgmt For For JOYCE M. ROCHE Mgmt For For R. DEAN WOLFE Mgmt For For 03 ADOPT AN AMENDMENT TO MAY S CERTIFICATE OF INCORPORATION Mgmt For For TO PROVIDE FOR ANNUAL ELECTION OF DIRECTORS. 04 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM. 05 APPROVE ADJOURNMENTS OR POSTPONEMENTS OF THE Mgmt For For MAY ANNUAL MEETING, IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE MAY ANNUAL MEETING TO APPROVE THE ABOVE PROPOSALS. -------------------------------------------------------------------------------------------------------------------------- THE SOUTHERN COMPANY Agenda Number: 932490282 -------------------------------------------------------------------------------------------------------------------------- Security: 842587107 Meeting Type: Annual Meeting Date: 24-May-2006 Ticker: SO ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR J.P. BARANCO Mgmt For For D.J. BERN Mgmt For For F.S. BLAKE Mgmt For For T.F. CHAPMAN Mgmt For For D.M. JAMES Mgmt For For Z.T. PATE Mgmt For For J.N. PURCELL Mgmt For For D.M. RATCLIFFE Mgmt For For W.G. SMITH, JR. Mgmt For For G.J. ST. PE Mgmt For For 02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For & TOUCHE LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006 03 APPROVAL OF THE SOUTHERN COMPANY OMNIBUS INCENTIVE Mgmt For For COMPENSATION PLAN -------------------------------------------------------------------------------------------------------------------------- THE STANLEY WORKS Agenda Number: 932471585 -------------------------------------------------------------------------------------------------------------------------- Security: 854616109 Meeting Type: Annual Meeting Date: 26-Apr-2006 Ticker: SWK ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR EILEEN S. KRAUS Mgmt Withheld Against LAWRENCE A. ZIMMERMAN Mgmt For For 02 TO APPROVE ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For AUDITORS FOR THE YEAR 2006. 03 TO APPROVE THE STANLEY WORKS 2006 MANAGEMENT Mgmt For For INCENTIVE COMPENSATION PLAN. 04 TO APPROVE AMENDMENTS TO THE STANLEY WORKS 2001 Mgmt For For LONG-TERM INCENTIVE PLAN AND THE STANLEY WORKS 1997 LONG-TERM INCENTIVE PLAN. 05 TO VOTE ON A SHAREHOLDER PROPOSAL URGING THE Shr For Against BOARD OF DIRECTORS TO TAKE THE NECESSARY STEPS TO REQUIRE THAT ALL MEMBERS OF THE BOARD OF DIRECTORS BE ELECTED ANNUALLY. -------------------------------------------------------------------------------------------------------------------------- TOTAL S.A. Agenda Number: 932506249 -------------------------------------------------------------------------------------------------------------------------- Security: 89151E109 Meeting Type: Annual Meeting Date: 12-May-2006 Ticker: TOT ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 APPROVAL OF PARENT COMPANY FINANCIAL STATEMENTS Mgmt No vote 02 APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS Mgmt No vote 03 ALLOCATION OF EARNINGS, DECLARATION OF DIVIDEND Mgmt No vote 04 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS Mgmt No vote TO TRANSFER THE SPECIAL LONG-TERM CAPITAL GAINS RESERVED TO THE ACCOUNT 05 AGREEMENTS COVERED BY ARTICLE L.225-38 OF THE Mgmt No vote FRENCH COMMERCIAL CODE 06 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO Mgmt No vote TRADE SHARES OF THE COMPANY 07 DIRECTOR ANNE LAUVERGEON Mgmt No vote DANIEL BOUTON Mgmt No vote BERTRAND COLLOMB Mgmt No vote A JEANCOURT-GALIGNANI Mgmt No vote MICHEL PEBEREAU Mgmt No vote PIERRE VAILLAUD Mgmt No vote CHRISTOPHE DE MARGERIE Mgmt No vote 14 APPROVAL OF THE ASSET CONTRIBUTION BY THE COMPANY Mgmt No vote TO ARKEMA, GOVERNED BY THE LEGAL REGIME APPLICABLE TO DEMERGERS 15 FOUR-FOR-ONE STOCK SPLIT Mgmt No vote 16 AMENDMENT OF ARTICLE 11 -3 OF THE COMPANY S Mgmt No vote ARTICLES OF ASSOCIATION FIXING THE NUMBER OF SHARES OF THE COMPANY RA RESOLUTION A (NOT APPROVED BY THE BOARD OF DIRECTORS) Mgmt No vote RB RESOLUTION B (NOT APPROVED BY THE BOARD OF DIRECTORS) Mgmt No vote -------------------------------------------------------------------------------------------------------------------------- TRANSALTA CORPORATION Agenda Number: 932467550 -------------------------------------------------------------------------------------------------------------------------- Security: 89346D107 Meeting Type: Annual Meeting Date: 27-Apr-2006 Ticker: TAC ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR W.D. ANDERSON Mgmt For For S.J. BRIGHT Mgmt For For T.W. FAITHFULL Mgmt For For G.D. GIFFIN Mgmt For For C.K. JESPERSEN Mgmt For For M.M. KANOVSKY Mgmt For For D.S. KAUFMAN Mgmt For For G.S. LACKENBAUER Mgmt For For L. VAZQUEZ SENTIES Mgmt For For S.G. SNYDER Mgmt For For 02 APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- TXU CORP. Agenda Number: 932480938 -------------------------------------------------------------------------------------------------------------------------- Security: 873168108 Meeting Type: Annual Meeting Date: 19-May-2006 Ticker: TXU ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR E. GAIL DE PLANQUE Mgmt For For LELDON E. ECHOLS Mgmt For For KERNEY LADAY Mgmt For For JACK E. LITTLE Mgmt For For GERARDO I. LOPEZ Mgmt For For J. E. OESTERREICHER Mgmt For For MICHAEL W. RANGER Mgmt For For LEONARD H. ROBERTS Mgmt For For GLENN F. TILTON Mgmt For For C. JOHN WILDER Mgmt For For 02 APPROVAL OF AUDITOR - DELOITTE & TOUCHE LLP. Mgmt For For 03 APPROVAL OF AMENDMENT TO THE COMPANY S RESTATED Mgmt For For BYLAWS. 04 APPROVAL OF THE COMPANY S RESTATED CERTIFICATE Mgmt For For OF FORMATION. 05 SHAREHOLDER PROPOSAL TO ELECT DIRECTORS BY MAJORITY Shr For Against VOTE. -------------------------------------------------------------------------------------------------------------------------- UBS AG Agenda Number: 700889566 -------------------------------------------------------------------------------------------------------------------------- Security: H8920M855 Meeting Type: OGM Meeting Date: 19-Apr-2006 Ticker: ISIN: CH0012032030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting No vote IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Registration No vote BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING INSTRUCTIONS -------------------------------------------------------------------------------------------------------------------------- UBS AG Agenda Number: 700905269 -------------------------------------------------------------------------------------------------------------------------- Security: H8920M855 Meeting Type: OGM Meeting Date: 19-Apr-2006 Ticker: ISIN: CH0012032030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No vote MEETING NOTICE SENT UNDER MEETING 292933, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting No vote IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. 1. Approve the annual report, the Group and the Mgmt No vote parent Company accounts for FY 2005 reports of the Group and the Statutory Auditors 2. Approve the appropriation of the retained earnings, Mgmt No vote dividend for FY 2005 3. Grant discharge to the Members of the Board Mgmt No vote of Directors and the Group Executive Board 4.1.1 Re-elect Mr. Rolf A. Meyer as a Board Member Mgmt No vote 4.1.2 Re-elect Mr. Ernesto Bertarelli as a Board Member Mgmt No vote 4.2.1 Elect Mr. Gabrielle Kaufmann-Kohler as a Board Mgmt No vote Member 4.2.2 Elect Mr. Joerg Wolle as a Board Member Mgmt No vote 4.3 Ratify Ernst & Young as the Auditors Mgmt No vote 4.4 Ratify BDO Visura as the Special Auditors Mgmt No vote 5.1 Approve the cancellation of shares repurchased Mgmt No vote under the 2005/2006 Share Buyback Program 5.2 Approve the new Share Buy Back Program for 2006/2007 Mgmt No vote 5.3 Approve 1-time payout in the form of a par value Mgmt No vote repayment 5.4 Approve the share split Mgmt No vote 5.5.1 Amend Article 4 Paragraph 1 and Article 4A of Mgmt No vote the Articles of Association 5.5.2 Approve the reduction of the threshold value Mgmt No vote for agenda item requests Article 12 Paragraph 1 of the Articles of Association 6. Approve to create conditional capital and amend Mgmt No vote Article 4A Paragraph 2 of the Articles of Association PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting No vote PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote OF THE NAMES OF THE AUDITORS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- UNICREDITO ITALIANO SPA, GENOVA Agenda Number: 700770781 -------------------------------------------------------------------------------------------------------------------------- Security: T95132105 Meeting Type: MIX Meeting Date: 27-Jul-2005 Ticker: ISIN: IT0000064854 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote REACH QUORUM, THERE WILL BE A SECOND CALL ON 28 JUL 2005 AND THIRD CALL ON 29 JUL 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU O.1 Approve to state the Internal Auditors and Mgmt No vote their Chairman s salary as per the Legislative Decree 231/2001 E.1 Approve the capital increase as per the Article Mgmt No vote 2441 comma 4 and 6 of the Italian Civil Code, for a maximum amount of EUR 2,343,642,931.00 by issuing maximum No. 4,687,285,862 ordinary shares to be paid up through HVB, Bank of Austria and BPH and amend the Article 5 of the Bylaw E.2 Amend the Article Bylaw Mgmt No vote -------------------------------------------------------------------------------------------------------------------------- UNITED UTILITIES PLC Agenda Number: 700771086 -------------------------------------------------------------------------------------------------------------------------- Security: G92806101 Meeting Type: AGM Meeting Date: 29-Jul-2005 Ticker: ISIN: GB0006462336 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive the accounts and the Directors and Mgmt No vote Auditor s reports for the YE 31 MAR 2005 2. Declare a final dividend Mgmt No vote 3. Approve the Directors remuneration report for Mgmt No vote the YE 31 MAR 2005 4. Re-appoint Mr. David Jones as a Director Mgmt No vote 5. Re-appoint Mr. Nick Salmon as a Director Mgmt No vote 6. Re-appoint Mr. Tom Drury as a Director Mgmt No vote 7. Re-appoint Sir. Peter Middleton as a Director Mgmt No vote 8. Re-appoint Mr. Norman Broadhurst as a Director Mgmt No vote 9. Re-appoint Mr. Andrew Pinder as a Director Mgmt No vote 10. Re-appoint Deloitte and Touche LLP as the Auditors Mgmt No vote of the Company 11. Authorize the Directors to fix the Auditor s Mgmt No vote remuneration 12. Authorize the Directors, in accordance with Mgmt No vote Section 80 of the Companies Act 1985 the Act , to allot relevant securities Section 80(2) of the Act of the Company up to an aggregate nominal amount of GBP 290,427,655; Authority expires earlier of the conclusion of the next AGM of the Company or 29 OCT 2006 ; and the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred herby had not expired; this authority is in substitution for all authorities subsisting at the time this resolution is passed S.13 Authorize the Directors, pursuant to Section Mgmt No vote 95(1) of the Act, to make an allotment or allotments of equity securities Section 94(2) and 94(3A) of the Act of the Company, pursuant to any general authority conferred by Resolution 12, disapplying the statutory pre-emptive rights Section 89(1) of the Act , provided that this power is limited to the allotment of equity securities to: a) in connection with a rights issue or other issue in favour of the holders of ordinary shares; b) wholly paid up in cash and have an aggregate nominal amount not exceeding GBP 43,564,148; Authority expires earlier at the conclusion of the next AGM of the Company or if earlier on 29 OCT 2006 ; and the Director may make at any time prior to such expiry any offer or agreement which would or might require equity securities to be allotted thereafter and the Directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred had not expired; these authorities are in substitution for all authorities subsisting at the time this resolution is passed S.14 Authorize the Company, in accordance with Chapter Mgmt No vote VII of the Act, or otherwise as permitted by Law and by the Company s Articles of Association, to make market purchases Section 163(3) of the Act , of a maximum of 87,128,296 ordinary shares of GBP 1 each; the minimum price is GBP 1 and the maximum price is not more than 5% above the average of the middle market quotations for an ordinary share derived from the Daily Official List of the London Stock Exchange for the 5 business Days; Authority expires earlier of the conclusion of the next AGM of the Company or 29 OCT 2006 ; and the Company may enter into any contract for the purchase of ordinary shares which might be executed and completed wholly or partly after its expiry S.15 Adopt the Articles of Association of the Company Mgmt No vote to the complete conclusion of all existing Articles of Association of the Company 16. Authorize the Company to make donations to EU Mgmt No vote political organization and to incur EU political expenditure Part XA of the Act up to a maximum aggregate amount of GBP 50,000 during any one accounting reference period of the Company; Authority expires until the conclusion of Company s AGM in 2008 17. Authorize United Utilities Water PLC, being Mgmt No vote subsidiary of the Company, to make donations to EU political organizations and to incur EU Political expenditure Part XA of the Act up to an aggregate amount GBP 50,000 during any one accounting reference period of the subsidiary Company; Authority expires at the conclusion of the Company s AGM in 2008 18. Authorize United Utilities Electricity PLC, Mgmt No vote being subsidiary of the Company, to make donations to EU political organizations and to incur EU Political expenditure Part XA of the Act up to an aggregate amount GBP 50,000 during any one accounting reference period of the subsidiary Company; Authority expires at the conclusion of the Company s AGM in 2008 19. Authorize United Utilities Contract Solutions Mgmt No vote Limited, being subsidiary of the Company to make donations to EU political organizations and to incur EU Political expenditure Part XA of the Act up to an aggregate amount GBP 50,000 during any one accounting reference period of the subsidiary Company; Authority expires at the conclusion of the Company s AGM in 2008 20. Authorize Vertex Data Science Limited, being Mgmt No vote subsidiary of the Company to make donations to EU political organizations and to incur EU Political expenditure Part XA of the Act up to an aggregate amount GBP 50,000 during any one accounting reference period of the subsidiary Company; Authority expires at the conclusion of the Company s AGM in 2008 21. Authorize Your Communications Group Limited, Mgmt No vote being subsidiary of the Company to make donations to EU political organizations and to incur EU Political expenditure Part XA of the Act up to an aggregate amount GBP 50,000 during any one accounting reference period of the subsidiary Company; Authority expires at the conclusion of the Company s AGM in 2008 -------------------------------------------------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Agenda Number: 932454313 -------------------------------------------------------------------------------------------------------------------------- Security: 92343V104 Meeting Type: Annual Meeting Date: 04-May-2006 Ticker: VZ ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR J.R. BARKER Mgmt For For R.L. CARRION Mgmt For For R.W. LANE Mgmt For For S.O. MOOSE Mgmt For For J. NEUBAUER Mgmt Withheld Against D.T. NICOLAISEN Mgmt For For T.H. O'BRIEN Mgmt For For C. OTIS, JR. Mgmt For For H.B. PRICE Mgmt For For I.G. SEIDENBERG Mgmt For For W.V. SHIPLEY Mgmt For For J.R. STAFFORD Mgmt For For R.D. STOREY Mgmt For For 02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For ACCOUNTING FIRM 03 CUMULATIVE VOTING Shr For Against 04 MAJORITY VOTE REQUIRED FOR ELECTION OF DIRECTORS Shr For Against 05 COMPOSITION OF BOARD OF DIRECTORS Shr Against For 06 DIRECTORS ON COMMON BOARDS Shr Against For 07 SEPARATE CHAIRMAN AND CEO Shr For Against 08 PERFORMANCE-BASED EQUITY COMPENSATION Shr Against For 09 DISCLOSURE OF POLITICAL CONTRIBUTIONS Shr Against For -------------------------------------------------------------------------------------------------------------------------- VODAFONE GROUP PLC Agenda Number: 932371343 -------------------------------------------------------------------------------------------------------------------------- Security: 92857W100 Meeting Type: Annual Meeting Date: 26-Jul-2005 Ticker: VOD ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1 TO RECEIVE THE REPORT OF THE DIRECTORS AND FINANCIAL Mgmt For For STATEMENTS O2 DIRECTOR LORD MACLAURIN Mgmt For For PAUL HAZEN Mgmt For For ARUN SARIN Mgmt For For SIR JULIAN HORN-SMITH Mgmt For For PETER BAMFORD Mgmt For For THOMAS GEITNER Mgmt For For DR MICHAEL BOSKIN Mgmt For For LORD BROERS Mgmt For For JOHN BUCHANAN Mgmt For For PENNY HUGHES Mgmt For For PROF. JURGEN SCHREMPP Mgmt For For LUC VANDEVELDE Mgmt For For SIR JOHN BOND Mgmt For For ANDREW HALFORD Mgmt For For O16 TO APPROVE A FINAL DIVIDEND OF 2.16P PER ORDINARY Mgmt For For SHARE O17 TO APPROVE THE REMUNERATION REPORT Mgmt For For O18 TO APPOINT DELOITTE & TOUCHE LLP AS AUDITORS Mgmt For For O19 TO AUTHORISE THE AUDIT COMMITTEE TO DETERMINE Mgmt For For THE AUDITORS REMUNERATION O20 TO AUTHORISE DONATIONS UNDER THE POLITICAL PARTIES, Mgmt For For ELECTIONS AND REFERENDUMS ACT 2000 O21 TO RENEW AUTHORITY TO ALLOT SHARES UNDER ARTICLE Mgmt For For 16.2 OF THE COMPANY S ARTICLES OF ASSOCIATION S22 TO RENEW AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS Mgmt For For UNDER ARTICLE 16.3 OF THE COMPANY S ARTICLES OF ASSOCIATION S23 TO AUTHORISE THE COMPANY S PURCHASE OF ITS OWN Mgmt For For SHARES (SECTION 166, COMPANIES ACT 1985) S24 TO APPROVE CHANGES TO THE COMPANY S MEMORANDUM Mgmt For For AND ARTICLES OF ASSOCIATION O25 TO APPROVE THE VODAFONE GLOBAL INCENTIVE PLAN Mgmt For For -------------------------------------------------------------------------------------------------------------------------- WELLS FARGO & COMPANY Agenda Number: 932450618 -------------------------------------------------------------------------------------------------------------------------- Security: 949746101 Meeting Type: Annual Meeting Date: 25-Apr-2006 Ticker: WFC ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR LLOYD H. DEAN Mgmt For For SUSAN E. ENGEL Mgmt For For ENRIQUE HERNANDEZ, JR. Mgmt For For ROBERT L. JOSS Mgmt For For RICHARD M. KOVACEVICH Mgmt For For RICHARD D. MCCORMICK Mgmt For For CYNTHIA H. MILLIGAN Mgmt Withheld Against NICHOLAS G. MOORE Mgmt For For PHILIP J. QUIGLEY Mgmt Withheld Against DONALD B. RICE Mgmt Withheld Against JUDITH M. RUNSTAD Mgmt For For STEPHEN W. SANGER Mgmt For For SUSAN G. SWENSON Mgmt For For MICHAEL W. WRIGHT Mgmt Withheld Against 02 PROPOSAL TO RATIFY APPOINTMENT OF KPMG LLP AS Mgmt For For INDEPENDENT AUDITORS FOR 2006. 03 STOCKHOLDER PROPOSAL REGARDING A DIRECTOR ELECTION Shr For Against BY-LAW AMENDMENT. 04 STOCKHOLDER PROPOSAL REGARDING SEPARATION OF Shr For Against BOARD CHAIR AND CEO POSITIONS. 05 STOCKHOLDER PROPOSAL REGARDING DIRECTOR COMPENSATION. Shr Against For 06 STOCKHOLDER PROPOSAL REGARDING A REPORT ON HOME Shr Against For MORTGAGE DISCLOSURE ACT (HMDA) DATA. -------------------------------------------------------------------------------------------------------------------------- WOLTERS KLUWER NV Agenda Number: 700906932 -------------------------------------------------------------------------------------------------------------------------- Security: N9643A114 Meeting Type: OGM Meeting Date: 26-Apr-2006 Ticker: ISIN: NL0000395887 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting No vote PLEASE NOTE THAT IN ACCORDANCE WITH THE ARTICLES Non-Voting No vote OF ASSOCIATION OF WOLTERS KLUWER N.V.( WOLTERS KLUWER ), BLOCKING OF (DEPOSTORY RECEIPTS OF) ORDINARY SHARES (THE SHARES ) SHOULD NOT BE NECESSARY AS WOLTERS KLUWER HAS INTRODUCED A RECORD DATE. HOWEVER, IN THE PAST, BANKS AND BROKERS WERE STILL BLOCKING SHARES, MAINLY FOR ADMINISTRATIVE PURPOSES. CONSULTATION WITH ALL MAJOR DUTCH BANKS AND BROKERS RESULTED THAT NON BLOCKING OF SHARES ON BEHALF OF (INSTITUTIONAL) INVESTORS WITH RESPECT TO ANNUAL GENERAL MEETINGS SHOULD BE POSSIBLE, IN PARTICULAR IN VIEW OF THE RECENT DUTCH AND EU DEVELOPMENTS ON CORPORATE GOVERNANCE AND THE FURTHER PROPOSED AMENDMENTS IN LEGISLATION IN THIS RESPECT. IF FEASIBLE, YOU ARE THEREFORE REQUESTED TO COMMUNICATE THIS NON-BLOCKING PROCESS TO YOUR CLIENTS. IF YOUR CLIENTS ARE SUB CUSTODIANS, PLEASE REQUEST THEM TO FORWARD THE NON-BLOCKING POSSIBILITY TO THEIR OWN CLIENTS. 1. Opening Non-Voting No vote 2.a Report of the Executive Board for 2005 Non-Voting No vote 2.b Report of the Supervisory Board for 2005 Non-Voting No vote 3.a Proposal to adopt the financial statements for Mgmt No vote 2005 as included in the annual report for 2005 3.b Proposal to distribute a dividend of EUR 0.55 Mgmt No vote per ordinary share in cash or, at the option of the holders of (depositary receipts for) ordinary shares, in the form of (depositary receipts for) ordinary shares 4.a Proposal to release the members of the Executive Mgmt No vote Board from liability for their duties, as stipulated in Article 28 of the Articles of Association 4.b Proposal to release the members of the Supervisory Mgmt No vote Board from liability for their duties, as stipulated in Article 28 of the Articles of Association 5. Proposal to amend the Articles of Association Mgmt No vote 6.a Proposal to reappoint Mr. A. Baan as member Mgmt No vote of the Supervisory Board 6.b Proposal to appoint Mr. S.B. James as member Mgmt No vote of the Supervisory Board 7.a To issue shares and/or grant rights to subscribe Mgmt No vote for shares 7.b To restrict or exclude pre-emptive rights Mgmt No vote 8. Proposal to authorize the Executive Board to Mgmt No vote acquire own shares 9. Language of the annual report and the financial Mgmt No vote statements included therein 10. Any other business Non-Voting No vote 11. Closing Non-Voting No vote -------------------------------------------------------------------------------------------------------------------------- WYETH Agenda Number: 932450783 -------------------------------------------------------------------------------------------------------------------------- Security: 983024100 Meeting Type: Annual Meeting Date: 27-Apr-2006 Ticker: WYE ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR R. ESSNER Mgmt For For J.D. FEERICK Mgmt For For F.D. FERGUSSON Mgmt For For V.F. GANZI Mgmt For For R. LANGER Mgmt For For J.P. MASCOTTE Mgmt For For M.L. POLAN Mgmt For For G.L. ROGERS Mgmt For For I.G. SEIDENBERG Mgmt For For W.V. SHIPLEY Mgmt For For J.R. TORELL III Mgmt For For 02 RATIFY INDEPENDENT REGISTERED PUBLIC ACCOUNTING Mgmt For For FIRM 03 ADOPT NON-EMPLOYEE DIRECTOR STOCK INCENTIVE Mgmt For For PLAN 04 LIMITING SUPPLY OF PRESCRIPTION DRUGS IN CANADA Shr For Against 05 DISCLOSURE OF POLITICAL CONTRIBUTIONS Shr For Against 06 DISCLOSURE OF ANIMAL WELFARE POLICY Shr For Against 07 ELECTION OF DIRECTORS BY MAJORITY VOTE Shr For Against 08 SEPARATING ROLES OF CHAIRMAN & CEO Shr For Against 09 ADOPTION OF SIMPLE MAJORITY VOTE Shr For Against * Management position unknown
SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Eaton Vance Tax-Advantaged Global Dividend Income Fund By (Signature) /s/ Duncan W. Richardson Name Duncan W. Richardson Title President Date 08/30/2006